financial reporting periods ending on or after 31 december ... · 1 introduction financial...

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Australian financial reporting guide

Financial reporting periods ending on

or after 31 December 2018

Australian financial reporting guide | Table of contents

01

Table of contents

1 Introduction 2

2 About this guide 3

3 Types and classifications of entities 6

4 Reporting mandate 12

5 The Australian differential reporting framework 42

6 Preparation of annual financial reports 53

7 Other financial reporting considerations 96

8 What’s new in financial reporting? 111

9 Using the illustrative financial statements 135

10 Illustrative disclosures 149

Australian financial reporting guide | Introduction

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1 Introduction

Financial reporting for 31 December 2018 means all

entities must face the realities of the new standards

on financial instruments and revenue

Both full year and half-year financial reports for 31 December 2018 must ensure

that the new requirements in AASB 9 Financial Instruments and AASB 15 Revenue

from Contracts from Customers are fully considered and reflected in a way that

reflects the technical requirements of these standards and the entity’s specific

circumstances.

The disclosures required by both new standards are comprehensive and wide

ranging. Achieving a balance between the materiality concept and these detailed

disclosures can be a significant challenge. The critical focus should be on:

Ensuring the relevant transitional requirements have been considered and key

decisions and judgements communicated in an easy to understand and relevant

manner

Revising accounting policies (including in half-year reports) to communicate the

impacts of the new standards in a way that clearly articulates the nature of the

entity’s business. For instance, for AASB 15, revenue streams should be able to be

understood in the context of the entity’s business operations and other

communications

Including only disclosures where they are relevant, discuss material matters and

contribute to user’s understanding of the entity’s financial performance and

financial position, the risks the entity faces, the nature of critical judgements and

estimates made, and how the entity’s business model results in the accounting

outcomes reflected in the financial report

Ensuring the impacts of the new standards have been reflected throughout the

financial report, and are consistent with other disclosures made in the financial

statements and broader annual report.

In addition, with the imminent transition to AASB 16 Leases, all entities must consider

and disclose all known and reasonably estimable information about the impacts of

this standard to investors and other users of financial reports, particularly where the

entity has public accountability.

This guide and the model financial statements provide comprehensive examples of

the disclosures required in relation to the new standards.

We continue to update our guide each period for new developments and to

improve useability. In the current edition, we have updated many sections of the

guide, including reworking section 4 on the reporting mandate to make it easier to

determine reporting requirements and to incorporate recent Corporations Act 2001

changes.

December 2018

“The new standards

require significant

additional disclosures. I

encourage you to

present this information

in a way that is relevant

and provides clarity

regarding the impacts of

the new standards”

Alison White

National Leader

Accounting Technical

Australian financial reporting guide | About this guide

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2 About this guide

This financial reporting guide is designed to allow you to understand and

efficiently meet your financial reporting obligations

2.1 How to use this guide

This guide is designed to be used in conjunction with the Deloitte model financial statements. Set out below is a

summary of how to use this guide

Step 1. Categorise the entity

Australian financial reporting requirements are driven by the type of the entity. This guide is predominantly

focused on entities reporting under the Corporations Act 2001, which defines various categories of entities,

their reporting requirements and their reporting deadlines. More guidance is available in Section 3 Types

and classifications of entities.

Step 2. Understand the reporting mandate

In addition to the core requirements of the Corporations Act 2001, some entities have additional reporting

considerations arising under other mandates such as the ‘general purpose financial statements’

requirement arising under the Tax Administration Act 1953, constitution requirements, agreements or

funding arrangements. More information is available in Section 4 Reporting mandate.

Step 3. Determine which type of financial statements should be prepared

Australia’s reporting framework relies on two core considerations:

The reporting entity concept which primarily determines whether an entity prepares general purpose

financial statements or special purpose financial statements

The differential reporting framework arising under Australian Accounting Standards, which introduces

different types of general purpose financial reports

More information can be found in Section 5 The Australian differential reporting framework.

Step 4: Understand the key requirements for financial statements

The layout and composition of the financial statements and notes are governed by various factors,

including the Corporations Act 2001, Accounting Standards and other regulations. More information can be

found in Section 6 Preparation of annual financial reports.

Step 5. Other financial reporting considerations

Having prepared the key financial report, entities may need to consider other reporting obligations

including continuous disclosure, half-year reporting, concise financial reports and relevant financial

reporting. More information on these topics is in Section 7 Other financial reporting considerations .

Step 6. Ensure any new and changed requirements are considered

Financial reporting requirements change rapidly, from minor and major amendments to core accounting

requirements to regulatory changes, other legislative changes and global trends which should be

considered. More information can be found in Section 8 What’s new in financial reporting?

Step 7. Access the relevant model financial statements

Based on the analysis performed, obtain the relevant model financial statements. Guidance on choosing

the version of the model financial statements to use can be found in Section 9 Using the illustrative

financial statements.


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Requirements and illustrative disclosures in this guide which are not applicable to ‘Tier 2’ general purpose financial

statements have been shaded in grey.

2.2 Purpose

We have developed this Australian financial reporting guide (guide) to assist you meet the general financial reporting

requirements applying to the majority of entities reporting under the Corporations Act 2001. It is developed to be used

in conjunction with our model financial reports including:

Deloitte International GAAP Holdings model financial statements for the year ended 31 December 2018 (Deloitte model

financial statements),

Model half-year report - Half-years ending on or after 31 December 2018

Model special purpose annual - Reporting periods ending on or after 31 December 2018.

2.3 Effective date

This guide includes reporting obligations and illustrative disclosures that are effective for financial years and half-years

ending on 31 December 2018.

2.4 Abbreviations

The following abbreviations are used in this guide:

Abbreviation Description

AASB Australian Accounting Standards Board

Accounting Standards Australian Accounting Standards issued by the Australian Accounting Standards Board

ASA Australian Auditing Standard issued by the Auditing and Assurance Standards Board

ASIC Australian Securities & Investments Commission

ASIC-CO/ ASIC-CI Australian Securities and Investments Commission Class Order/Corporations Instrument

issued pursuant to s.341(1) of the Corporations Act 2001

ASIC-RG Australian Securities and Investments Commission Regulatory Guide

ASX Australian Securities Exchange

ASX-LR Australian Securities Exchange Limited Listing Rule

ASX-GN Australian Securities Exchange Limited Guidance Note

ATO Australian Tax Office

Corporations Act The Corporations Act 2001

Deloitte model half-year

report

Deloitte Model half-year report -Half-years ending on or after 31 December 2018

Deloitte model IFRS financial

statements

Deloitte International GAAP Holdings Limited model financial statements for the year ended

31 December 2018

Deloitte model MIS report Deloitte Model managed investment scheme annual report for the year ending 30 June 2018


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Abbreviation Description

Deloitte model financial

reports

Collectively:

Deloitte International GAAP Holdings Limited model financial statements for the year

ended 31 December 2018

Deloitte Model special purpose annual report - Reporting periods ending on or

31 December 2018

Deloitte Model half-year report - Half-years ending on or 31 December 2018

Deloitte Model managed investment scheme annual report for the year ending 30 June

2018

Deloitte Illustrative AASB 1056 Financial Report for Superannuation Entities for the

financial year ended 30 June 2018

Deloitte model SPFS Deloitte Model special purpose annual report - Reporting periods ending on or 31 December

2018

GPFS General purpose financial statements

IASB International Accounting Standards Board

IFRS/s International Financial Reporting Standard/s

Int Interpretation issued by the Australian Accounting Standards Board

s. Section of the Corporations Act 2001

SPFS Special purpose financial statements

Tax Administration Act Tax Administration Act 1953

RDR Reduced Disclosure Requirements

Reg Regulation of the Corporations Regulations 2001

Australian financial reporting guide | Types and classifications of entities

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3 Types and classifications of

entities

The different types and classifications of entities defined in and governed

by the Corporations Act influences for example whether or not the entity

is required to prepare a financial report under the Corporations Act and if

so whether or not it has to be audited and lodged with ASIC.

This section provides a high-level overview of the following types and classifications of entities:

Topic

3.1 Companies

3.2 Registered schemes

3.3 Not-for-profit entities

3.4 Other types of entities

3.4.1 Disclosing entities

3.4.2 Crowd-sourced funded entities

3.4.3 Passport funds

3.4.4 Stapled entities

3.4.5 Australian Financial Services Licence (AFSL) holders

3.1 Companies

3.1.1 Types of companies

The following types of companies can be registered under the Corporations Act (s.112(1)):

Type of company Public

companies*

Proprietary

companies

Limited by shares

A company formed on the principle of having the liability of its members limited to the

amount (if any) unpaid on the shares respectively held by them (s.9).

Limited by guarantee

A company formed on the principle of having the liability of its members limited to the

amounts that the members undertake to contribute to the property of the company if it

is wound up (s.9).

-

Unlimited with share capital

A company whose members have no limit placed on their liability (s.9) and which is

incorporated with a share capital.


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Type of company Public

companies*

Proprietary

companies

No liability company

A company may only register as a no liability company if:

The company has a share capital

The company’s constitution states that its sole objects are mining purposes (as

defined in s.9 of the Corporations Act)

The company has no contractual right under its constitution to recover calls made

on its shares from a shareholder who fails to pay them (s.112(2)).

-

* A public company is a company other than a proprietary company and can be listed or unlisted.

3.1.2 Proprietary companies

Companies registered under the Corporations Act as proprietary companies must:

Be limited by shares or an unlimited company with share capital, which means that companies limited by guarantee

and no liability companies cannot be proprietary companies

Not have more than 50 non-employee shareholders, although shareholders connected with ‘CSF offers’ (i.e. crowd-

sourced funding) do not count for this purpose

Except in limited circumstances, not do anything that would require disclosure to investors under Chapter 6D of

the Corporations Act, i.e. the fundraising provisions of the Act. However, a proprietary company is permitted to

raise funds using a ‘CSF offer’ (i.e. using crowd-source funding) so long as it meets the necessary requirements of

the Corporations Act for such offers (see section 3.4.2).

The Corporations Act classifies a proprietary company as either a large proprietary company or a small proprietary. A

proprietary company is a large proprietary company or a small proprietary for a financial year if it satisfies at least two

of the conditions noted for Large or Small below respectively:

Condition Value – Large Value - Small

Consolidated revenue for the financial year of the company

and the entities it controls (if any)

$25 million or more Less than $25 million

Value of the consolidated gross assets at the end of the

financial year of the company and the entities it controls

$12.5 million or more Less than $12.5 million

Number of employees of the company and the entities it

controls at the end of the financial year

50 or more Less than 50

The definition of a large proprietary company and small proprietary company in s.45A(3) and s.45A(2) respectively of

the Corporations Act notes that the amounts specified in these definitions may be varied by the Regulations. No

specified amounts have been varied by the Regulations to date.

The Australian Government has proposed changing the thresholds for the large and small

proprietary company test by way of regulation. In an exposure draft regulation issued on

16 November 2018, it is proposed that each of the amounts in the test will be doubled, with

effect from 1 July 2019. The consultation process closes on 14 December 2018 and the regulation

has not yet been enacted. More information on the exposure draft regulation can be found at

treasury.gov.au.

Section 45A of the Corporations Act requires that when counting employees, part-time employees be taken into

account as an appropriate fraction of a full-time equivalent. Consolidated revenue and the value of consolidated gross

assets are calculated in accordance with the accounting treatment specified by Accounting Standards in force at the

relevant time (even if the standards do not otherwise apply to the company).

See sections 4.2.4 and 4.2.6 for a discussion on the reporting mandate for proprietary

companies.

https://treasury.gov.au/consultation/c2018-t342318/


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3.1.3 Small companies limited by guarantee

In terms of s.45B a company is a small company limited by guarantee in a particular financial year if:

It is a company limited by guarantee for the whole of the financial year

It is not a deductible gift recipient at any time during the financial year

Either:

‒ where the company is not required by the accounting standards to be included in consolidated financial

statements – the revenue of the company for the financial year is less than $250,000, or

‒ where the company is required by the accounting standards to be included in consolidated financial

statements – the consolidated revenue of the consolidated entity for the financial year is less than $250,000

It is not one of the following:

‒ a Commonwealth company for the purposes of the Commonwealth Authorities and Companies Act 1997

‒ a subsidiary of a Commonwealth company for the purposes of that Act

‒ a subsidiary of a Commonwealth authority for the purposes of that Act

It has not been a transferring financial institution of a State or Territory within the meaning of clause 1 of Schedule

4 to the Act (i.e. Corporations Act)

It is not a company that is permitted to use the expression building society, credit society or credit union under

section 66 of the Banking Act 1959 at any time during the financial year.

Section 45B(2) of the Corporations Act notes that the amounts specified in (1)(c)(i) and (ii) above (ie. s.45(1)) may be

varied by the Regulations. At the time of printing no specified amounts have been varied by the Regulations.

Section 45B of the Corporations Act requires that revenue and consolidated revenue are to be calculated in accordance

with Accounting Standards in force at the relevant time (even if the standards do not otherwise apply to the company).

3.1.4 Foreign companies

In general a foreign company is an entity that is incorporated outside Australia except for a sole corporation or

unincorporated body formed outside Australia.

A foreign company that carries on business in Australia must be registered under the Corporations Act.

See section 7.4 for a discussion on the reporting requirements for foreign companies.

3.2 Registered schemes

A registered scheme is defined in the Corporations Act as a managed investment scheme that is registered under

section 601EB of the Corporations Act. A managed investment scheme must be registered under the Corporations Act

if (s. 601ED):

It has more than 20 members, or

It was promoted by a person, or an associate of a person, who was, when the scheme was promoted, in the

business of promoting managed investment schemes, or

ASIC has determined (and given written notice to each of the operators of the schemes) that a number of managed

investment schemes are closely related and that each of them has to be registered at any time when the total

number of members of all of the schemes exceeds 20.

3.3 Not-for-profit entities

Not-for-profit organisations are organisations that do not operate for the profit, personal gain or other benefit of

particular people. Not-for-profit organisations fall within two broad categories for tax purposes namely charities and

other types of not-for-profit organisations. Charities must be registered with the Australian Charities and Not-for-profits

Commission (ACNC) to access charity tax concessions1.

1 This guide does not deal with specific industries and types of entities and therefore does not include any further specific discussion

on additional reporting requirements for not-for-profit organisations.


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3.4 Other types of entities


Section 111AC of the Corporations Act defines a disclosing entity as a corporation that issues enhanced disclosure

securities.

Enhanced disclosure securities (referred to as 'ED securities' in the Corporations Act) include:

Securities of a body or undertaking that are included in the official list of a prescribed financial market, i.e. Asia

Pacific Exchange Limited, ASX Limited, Chi‑X Australia Pty Ltd, National Stock Exchange of Australia Limited, SIM

Venture Securities Exchange Ltd, but excluding certain Crown entities and exempt foreign entities (s.111AE,

Reg 1.0.02A, Reg 1.2A.01)

Securities, except for debentures and managed investment products, held by more than 100 persons issued

pursuant to a disclosure document under Chapter 6D of the Corporations Act (i.e. the fundraising provisions of the

Act) (s.111AF)

Managed investment products held by 100 or more persons issued pursuant to product disclosure statements

under Chapter 7 of the Corporations Act and others issued under certain recognised offers (s.111AFA)

Foreign passport fund products held by 100 or more persons resident in Australia (s.111AFB)

Securities issued as consideration for an acquisition under an off-market takeover bid or compromise or

arrangement (s.111AG).

Disclosing entities include:

Listed entities and listed registered schemes

Entities and registered schemes which raise funds pursuant to a prospectus

Entities and registered schemes which offer securities other than debentures as consideration for an acquisition of

shares in a target company under a takeover scheme

Entities whose securities are issued under a compromise or scheme of arrangement.

The following entities are exempt from the disclosing entity provisions of the Corporations Act:

A public authority of a State or Territory or an instrumentality or agency of the Crown in right of a State or Territory

A public authority of the Commonwealth or an instrumentality or agency of the Crown in right of the

Commonwealth, the relevant traded debt securities of which are guaranteed by the Government of the

Commonwealth.

The Regulations may also exempt particular entities from some or all of the disclosing entity provisions of the

Corporations Act. The Regulations currently exempt certain foreign companies issuing securities under foreign scrip

offers (Reg 1.2A.02) and foreign companies issuing securities under employee share schemes (Reg 1.2A.03). ASIC also

has the power to exempt entities from the disclosing entity provisions of the Corporations Act.

See section 4.2.2 for a discussion on the reporting mandate for disclosing entities.

3.4.2 Crowd-sourced funded entities

Amendments introduced into the Corporations Act in 2017 and 2018 permit small unlisted entities to make offers of

securities using crowd-sourced funding.

In order to take advantage of the crowd-sourced funding requirements, the entity must be an ‘eligible CSF company’,

which requires the following conditions to be met (s.738H):

The entity must be a public company limited by shares, or a proprietary company that has at least 2 directors and

meets any other requirements prescribed by the Regulations

The entity must have its principle place of business in Australia

A majority of the company’s directors (excluding alternate directors) must ordinarily reside in Australia

Neither the company, nor any related party of the company, is a listed corporation or has a substantial purpose of

investing in securities or interests in other entities or schemes.


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In addition, the company must meet an assets and turnover test, as follows:

Condition Value

Value of consolidated gross assets of the company and all its related parties2 Less than $25 million*

Consolidated annual revenue of the company and all of its related parties Less than $25 million*

* The Corporations Regulations may prescribe a different amount

Entities eligible to raise funds are subject to an annual limit of $5 million in funds raised using crowd-sourced funding

and comply with the various requirements of the Part 6D.3A of the Corporations Act.

Certain public companies taking advantage of the crowd-sourced funding provisions of the

Corporations Act are also eligible to adopt the temporary corporate governance concessions

available to these entities. More information about the concessions can be found in section

4.3.3

3.4.3 Passport funds

Background

The Asia Region Funds Passport provides a multilateral framework that allows eligible funds to be marketed across

economies participating in the passport scheme with limited additional regulatory requirements. The scheme is a result

of Australia, Japan, Korea, New Zealand and Thailand signing a Memorandum of Cooperation (MOC) on the

Establishment and Implementation of the Asia Region Funds Passport, which took effect on 30 June 2016.

The Passport scheme is intended to support the development of an Asia-wide managed funds industry through

improved market access and regulatory harmonisation, with the objective of bringing benefits for Australia and the Asia

region.

The necessary legislation to implement the Passport scheme in Australia was made in 2018.

Australian passport funds

An Australian registered scheme can also be registered as an Australian passport fund under Part 8A.3 of the

Corporations Act. This then permits those entities to offer passport fund products in jurisdictions participating in the

passport fund scheme, subject to meeting the other requirements of the scheme.

Notified foreign passport funds

A foreign passport fund is any passport fund the home economy for which is not Australia. Such funds are not able to

offer a foreign passport fund product in Australia unless they are a notified foreign passport fund.

A notified foreign passport fund is a fund from an eligible passport fund country where the operator of the fund has

submitted to ASIC a notice to offer interests in the fund in Australia and that notice has not been rejected within the

prescribed period (s.1213C) . For these purposes, the prescribed period is 15 business days beginning on the day after

the notice of intent is lodged, or an agreed extended period (s.1213D).

A notified foreign passport fund has authority to offer foreign passport fund products in Australia and is treated as a

managed investment scheme for the purposes of the Corporations Act.

ASIC has released Regulatory Guide RG 138 Foreign Passport Funds, which provides a guide for foreign passport fund

operators seeking to enter, or operating in, Australia under the Asia Region Funds Passport. RG 138 is available at

www.asic.gov.au.

Notified foreign passport funds are governed by the financial reporting and other requirements

of the Corporations Act, albeit in a modified form. More information about the financial

reporting requirements for notified foreign passport funds can be found in section 4.

2 A related party for these purposes is a related body corporate of the company (i.e. a holding company or subsidiary of the entity, or

subsidiary of the holding company of the entity), or any entity controlled by a person who controls the company or an associate of that

person (s.738G(3)).

https://asic.gov.au/regulatory-resources/find-a-document/regulatory-guides/rg-138-foreign-passport-funds/


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3.4.4 Stapled entities

A stapled entity is an entity whose securities are stapled to the securities of another entity by means of a contractual

arrangement. The stapled securities cannot be traded or transferred independently and are quoted at a single price.

Therefore, all owners of the one entity are also owners of the other entity and the financial performance of an

investment in a stapled security is dependent on the financial performance of all the entities whose securities are

stapled.

Australia permits business entities to issue stapled securities and this structure has been used in Australia by e.g. REITS

(real estate investment trusts) and infrastructure funds.

3.4.5 Australian Financial Services Licence (AFSL) holders

Entities/a person conducting a financial services business in Australia must have an Australian financial services licence3.

ASIC is the regulator of the financial service industry.

Under section 766A of the Corporations Act a person provides a financial service if they:

(a) Provide financial product advice (as defined in s.766B)

(b) Deal in a financial product (as defined in s.766C)

(c) Make a market for a financial product (as defined in s.766D)

(d) Operate a registered scheme

(e) Provide a custodial or depository service (as defined in s.766E)

(f) Engage in conduct of a kind prescribed by regulations made for the purposes of s.766A(1)(f).

3 This guide does not deal with specific industries and types of entities and therefore does not include any further discussion on

Australian Financial Services Licence (AFSL) holders.

Australian financial reporting guide | Reporting mandate

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4 Reporting mandate

The main reporting mandate for companies arises under the

Corporations Act and ASX Listing Rules, and depends on how the entity is

classified

Roadmap to this section

Topic What is covered Who does it apply to?

Corporations Act requirements

4.1 Overview of the

requirements of the

Corporations Act

An overview of the key financial reporting

requirements of the Corporations Act and

general ASIC concessions for wholly-owned

entities

All entities captured by the Corporations Act

4.2 Requirement to

prepare annual financial

reports under the

Corporations Act

Determining when an entity governed by the

Corporations Act is required to prepare

annual reports under the Corporations Act

All entities which are subject to the

Corporations Act, depending on each entity’s

circumstances

4.3 Requirement for

audit of the annual

report under the

Corporations Act

Determining when an entity governed by the

Corporations Act is required to have its

annual financial report audited



circumstances

4.4 Requirements for

lodgement of the annual

financial report

Determining when an entity is required to

lodge its annual financial report with ASIC



circumstances

Other considerations

4.5 ASIC Information about how ASIC modifies the

operation of financial reporting and allied

requirements of the Corporations Act



circumstances

4.6 ASX The additional financial reporting obligations

arising under the ASX Listing Rules and how

they interact with the Corporations Act

Entities that have securities listed on the ASX

4.7 General purpose

financial statements for

significant global entities

Additional requirements for general

purpose financial statements arising under

section 3CA of the Tax Administration Act

‘Significant global entities’ where the entity

has not lodged general purpose financial

statements with ASIC

4.1 Overview of the requirements of the Corporations Act

Part 2M.3 Financial Reporting of the Corporations Act sets out the requirements for financial reporting which includes

requirements relating to:

Preparing annual financial reports and directors’ reports (discussed in section 4.1.2)

Auditing the annual financial report (discussed in section 4.3)

Lodging the annual report with ASIC (discussed in section 4.4)

Preparing, auditing and lodging half year reports and directors’ reports with ASIC (discussed in section 7.2).

Once an entity has determined whether or not it is required to prepare a financial report and directors’ report under

the Corporations Act it can then determine the type of report required to be prepared under the Accounting Standards

(discussed in section 5).


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4.1.1 Summary of requirements by type of entity

The following table summarises the information in the following sections:

Type of entity Financial report

required?

Audit of financial

report required?

Lodgement of

financial report

with ASIC

required?

(Section 4.2) (Section 4.3) (Section 4.4)

Disclosing entities Yes Yes Yes (unless lodged

with the ASX)

Registered schemes Yes Yes Yes (unless lodged

with the ASX)

Public companies:

Public companies granted relief from the

requirement to prepare a financial report (e.g. ASIC-

CI 2016/785)

No - -

Small company limited by guarantee subject to ASIC

or member request (s.294A and s.294B)

Yes Only if requested

by ASIC or the

shareholders

Only if requested

by ASIC

Other small companies limited by guarantee No - -

Public companies limited by guarantee meeting the

requirements of s.301(3) which have elected for the

financial report to be reviewed

Yes Review rather than

audit

Yes

Public companies covered by section 738ZI at the

end of the financial year, i.e. certain public

companies eligible for the limited governance

requirements under the crowd-sourced funding

provisions of the Corporations Act prior to 19

October 20184

Yes Only where the

company has

raised $3 million or

more from all

crowd-sourced

funding offers it

has made

Yes

All other public companies Yes Yes Yes

Large proprietary companies:

Large proprietary companies granted relief from

the requirement to prepare a financial report (e.g.

ASIC-CI 2016/785)

No - -

Large proprietary companies that are

‘grandfathered’ under s.319(4) or ASIC-CI 2015/840

Yes Yes No

All other large proprietary companies Yes Yes Yes

4 The concessions are only available to companies that register as, or convert to, a public company in accordance with the previous

public company crowd-sourced funding regime under the Corporations Act and which also meet the other requirements for related

corporate governance concessions before the ‘eligibility end date’, being 19 October 2018. From this date, the Corporations

Amendment (Crowd‑sourced Funding for Proprietary Companies) Act 2018 commenced, which permits proprietary companies to also raise

funds using crowd-sourced funding and accordingly, the concessions are no longer necessary (see section 3.4.2).


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Type of entity Financial report

required?

Audit of financial

report required?

Lodgement of

financial report

with ASIC

required?

(Section 4.2) (Section 4.3) (Section 4.4)

Small proprietary companies:

Small proprietary companies raising funds

pursuant to the crowd sourced funding provisions

of the Corporations Act

Yes Only where the

company has

raised $3 million or

more from all

crowd-sourced

funding offers it

has made

Yes

Small proprietary companies controlled by foreign

company where the entity has been granted relief

(e.g. ASIC- CI 2016/784)

No - -

Other small proprietary companies controlled by

foreign companies

Yes Yes Yes

Small proprietary companies where ASIC or

shareholders have requested the preparation of a

financial report

Yes Only if requested

by ASIC or the

shareholders

Only if requested

by ASIC

All other small proprietary companies No - -

Passport funds:

Notified foreign passport funds Yes (using home

jurisdiction

requirements)

Yes (using home

jurisdiction

requirements)

Yes

4.1.2 General relief for wholly-owned subsidiaries

Financial report preparation, lodgement and audit relief

ASIC Corporations (Wholly owned Companies) Instrument 2016/785 exempts certain wholly-owned subsidiaries from the

following requirements:

Prepare a financial report and directors' report

Have the financial report audited

Distribute the financial report, directors' report and auditors' report to members

Lay the reports before an annual general meeting

Lodge the reports with ASIC

In certain cases, appoint an auditor.

The relief granted by the instrument applies in relation to financial years ending on or after 1 January 2017. Prior to this

date, relief was granted under ASIC Class Order 98/1418.

When relief is available

The relief is only available where:

Nature of the entity

The company is a public company, large proprietary company or a small proprietary company to which s.292(2)(b)

applies (i.e. a foreign controlled small proprietary company)

The company is not a disclosing entity, a borrower in relation to debentures (or a guarantor of such a borrower), or

a financial services licensee


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Holding entity

The company has a holding company at the end of the relevant financial year, the relevant financial year and the

financial year of the holding company ended on the same date, and the holding entity is not a small proprietary

company

Opt-in notice

If the entity has not relied on the relief in the instrument in a prior period (or relied on the equivalent relief in ASIC

Class Order 98/1418), or the holding entity of the company was not the same for the relevant financial year and the

preceding financial year, that it has lodged Form 389 with ASIC in the required format and within the relevant time

Initial procedures in applying for relief

The company has undertaken the initial procedures in applying for relief before the end of the first financial year in

which the company has taken advantage of the relief under the instrument or a previous order (refer to the

Corporations Instrument for the specific requirements)

Annual resolution

The directors of the company have considered the advantages and disadvantages of the company remaining a

party to the deed of cross guarantee and taking advantage of the relief afforded by the instrument and made a

resolution to remain a party to the deed of gross guarantee or seek to revoke the deed

Deed of cross guarantee

The company:

‒ Remained a wholly-owned entity of the holding entity at all times from the end of the financial year until the

relevant documents are lodged with ASIC in respect of the financial year, or

‒ Otherwise became a party to a deed of cross guarantee with another holding entity within one month of

ceasing to be a wholly-owned entity of the holding company, and has no reason to believe at the relevant time

the company may not be able to obtain relief under the instrument in respect of its next financial year

Except in relation to a deed of cross guarantee lodged with ASIC before 1 July 2004 – a company holds office as

trustee under the deed of cross guarantee and if the person holding office as trustee under the deed of cross

guarantee is a group entity within the meaning of that deed, another person that is a company holds office as

alternative trustee under that deed

Where the deed of cross guarantee was lodged with ASIC before 1 July 2004 – the deed was approved by ASIC for

the purposes of a previous order

The deed of cross guarantee (and any relevant assumption deed) has been lodged with ASIC before the end of the

relevant financial year and where that lodgement occurred on or after 1 July 2004, an original of a certificate

relating to that deed has also been lodged with ASIC (by a lawyer as to the preparation, execution and

enforceability of the deed)

Foreign entities

Each member of the ‘closed group’ other than the holding entity is a company incorporated in Australia, or a body

incorporated in Australia, the United Kingdom, New Zealand, Singapore or Hong Kong and the requirements for

any foreign entities being a party to the deed of cross guarantee have been met (refer to the Corporations

Instrument for the specific requirements)

Not regulated by APRA

At the end of the relevant financial year, no party to the deed of cross guarantee was a body that is regulated by

the Australian Prudential Regulation Authority (APRA)

Variations to the deed of cross guarantee

Neither the company nor the holding entity have terminated, repudiated or attempted to repudiate or terminate or

agreed to any variation of the deed of cross guarantee except by the permitted methods in the instrument

Consolidated financial statements

The holding entity has prepared consolidated financial statements together with notes for the relevant financial

year in accordance with the instrument (which depends on whether the holding entity is an Australian company or

a registered foreign company), those consolidated financial statements include adequate provision in relation to

the liabilities of any parties to the dead of cross guarantee which are not consolidated


16

The notes the consolidated financial statements include:

‒ A short statement of the nature of the deed of cross guarantee

‒ Lists the parties to the deed of cross guarantee as the end of the relevant financial year (separately identifying

the members of the ‘closed group’ and the other members of the ‘extended closed group’)

‒ Details of parties to the deed of cross guarantee added, removed or subject to a notice of disposal

‒ Details of any entities at the end of the immediately preceding financial year but which were ineligible for relief

in respect of the relevant financial year

‒ Where the consolidated financial statements cover entities which are not members of the closed group,

additional consolidation information in respect of the consolidation of the entities that are members of the

closed group

‒ Where the consolidated financial statements cover entities which are not parties to the deed of cross

guarantee, additional consolidation information in respect of the consolidation of the entities that are parties

to the deed of cross guarantee

‒ Where there are parties to the deed of cross guarantee which are not controlled by the holding entity,

additional consolidation information in respect of those parties, either individually or in aggregate

The director’s declaration (and certain other documents) of the holding entity for the relevant financial year

includes a statement as to whether there are reasonable grounds to believe that the members of the extended

closed group will be able to meet any liabilities to which they are, or may become, subject because of the deed of

cross guarantee

Auditor of the holding entity

If the holding entity’s financial report is required to be audited, the auditor of the holding company is satisfied that

the stipulated conditions of the instrument have been complied with

Compliance with conditions

The company has complied with the conditions (see below) and certain continuing conditions of ASIC Class Order

98/1418 as continued in force by the instrument.

For the purposes of the above requirements, the ‘relevant time’ is four months after the end of the financial year.

Additional conditions

The additional conditions of the instrument are:

Where a company ceases to rely on relief of the instrument and does not lodge an annual financial report prepared

under Chapter 2M of the Corporations Act, that it lodges with ASIC a notice using Form 399

Where a company relies on the relief available under the instrument and ceases to be a wholly-owned entity of the

holding company, the company must prepare a financial report and directors report for the financial year and

lodge those documents with ASIC unless certain conditions are met.

In some cases, ASIC may give notice to a company that may not rely on the relief available under the instrument, or may

not rely on that relief for the relevant financial year.

4.1.3 Consideration of ATO GPFS requirements

Notwithstanding the analysis in this section regarding reporting requirements under the Corporations Act, an entity may

be captured by the requirements in s.3CA of the Tax Administration Act and be required to prepare and lodge GPFS

with the ATO if they are a significant global entity for Australian tax purposes. GPFS lodged with the ATO do not need to

be prepared for the entity itself in all cases. See section 4.7 for more information about the GPFS requirements.


17

4.2 Requirement to prepare annual financial reports under the Corporations Act

4.2.1 Overview of requirements

Although all entities incorporated under the Corporations Act are required to keep financial records (s.285(1)), not all

entities are required to prepare annual financial reports and directors' reports. This section assists in determining

whether an entity is required to prepare an annual report under Part 2M.3 of the Corporations Act, by reference to the

classification of the entity.


In addition to the requirement to prepare an annual financial report, disclosing entities (see section 3.4.1) are required

to comply with the ‘disclosing entity provisions’ of the Corporations Act, which include:

Expanded financial reporting requirements under Chapter 2M of the Corporations Act, including:

‒ The preparation of a remuneration report (see section 0)

‒ The requirement to prepare and lodge a half-year financial report (see section 7.2)

The continuous disclosure obligations arising under s.675 and s.676 (see section 7.1)

4.2.3 Registered schemes

All registered schemes are required to prepare an annual financial report.

4.2.4 Public companies

Summary flowchart – preparation of a financial report

General requirements

Public companies (see section 3.1.2) are generally required to prepare a financial report in accordance with Part 2M.3 of

the Corporations Act unless:

The public company is a small company limited by guarantee (see below)

The entity is eligible for relief under an ASIC Class Order or Corporations Instrument, e.g. where the entity qualifies

for relief under ASIC Corporations (Wholly-owned Entities) Instrument 2016/786 (see section 4.1.2).

Even though an entity may be excluded from preparing financial reports under the Corporations Act, the entity may

need to consider whether it is a significant global entity (SGE) that is captured by the GPFS for SGEs requirements (see

section 4.7).

The entity is NOT required to

prepare an annual financial

report under the Corporations

Act

Is the entity eligible for relief

from the requirement to prepare

an annual financial report (e.g.

ASIC-CI 2016/785)?



Act but may be required to

prepare GPFS for tax purposes

Is the public company a small

public company limited by

guarantee?

Has ASIC or 5% or more of

shareholders requested the

company to prepare a financial

report (s.294A, s.294B)?

Yes

Is the entity a significant global

entity for Australian tax

purposes?

The entity IS required to prepare

an annual financial report under

the Corporations Act

Yes

Yes

No

No

No

Yes

No


18

Small companies limited by guarantee

A small company limited by guarantee (see section 3.1.3) is not required to prepare a financial report under Part 2M.3

of the Corporations Act unless:

5% or more of the members request that a financial report be prepared, or

ASIC requests that a financial report be prepared.

If 5% or more of the members request that a financial report be prepared (s.294A), a directors’ report need not be

prepared and the financial report need not be prepared in accordance with Accounting Standards if the members’

request specifies that a directors’ report is not required and that Accounting Standards need not be complied with. In

addition, the financial report need only be audited or reviewed if the members’ request asks for the financial report to

be audited or reviewed.

If ASIC requests that a financial report be prepared (s.294B), the financial report is to be prepared in accordance with

the request, i.e. the request may or may not require that the financial report be prepared in accordance with

Accounting Standards or be subject to audit.

4.2.5 Large proprietary companies



Large proprietary companies (see section 3.1.2) are generally required to prepare a financial report in accordance with

Part 2M.3 of the Corporations Act unless they are eligible for relief under an ASIC Class Order or Corporations

Instrument, e.g. where the entity qualifies for relief under ASIC Corporations (Wholly-owned Entities) Instrument 2016/786

(see section 4.1.2).



section 4.7).




Act



an annual financial report (e.g.

ASIC-CI 2016/785)?







purposes?


an annual financial report under


Yes

No

Yes

No


19

4.2.6 Small proprietary companies



A small proprietary company (see section 3.1.2) is not required to prepare a financial report under Part 2M.3 of the

Corporations Act unless:

It was controlled by a foreign company for all or part of the year and it is not consolidated for that period in

financial statements for that year lodged with ASIC by a registered foreign company or a company, registered

scheme or disclosing entity (subject to the application of ASIC Corporations (Foreign-Controlled Company Reports)

Instrument 2017/204 discussed below)

It has one or more ‘CSF shareholders’ at any time during the year, i.e. it has raised funds using crowd sourced

funding (see section 3.4.2)

If 5% or more of the shareholders request that a financial report be prepared (s.293), a directors’ report need not

be prepared and the financial report need not be prepared in accordance with Accounting Standards if the

shareholders’ request specifies that a directors’ report is not required and that Accounting Standards need not be

complied with. In addition, the financial report need only be audited if the shareholders’ request asks for the

financial report to be audited

If ASIC requests that a financial report be prepared (s.294), the financial report is to be prepared in accordance with

the request, i.e. the request may or may not require that the financial report be prepared in accordance with

Accounting Standards, be subject to audit, or lodged with ASIC.



section 4.7).




Act



company to prepare an annual

financial report (s.293, s.294)?


an annual financial report

Was the small proprietary

company controlled by a foreign

company for all or part of the

year?

Was the entity consolidated in financial statements lodged with

ASIC by the registered foreign company or an Australian parent

entity?

Yes



purposes?





Yes

Yes



an annual financial report (ASIC-

CI 2017/204)?

Yes

No

No

No

No

Yes

Yes

No

No

Did the entity have one or more

CSF shareholders (from crowd

sourced funding) at any time

during the year?


20

Lodgement of a foreign parent’s consolidated financial statements

A foreign-controlled small proprietary company is not required to prepare a financial report for a period if it is

consolidated into consolidated financial statements for that period lodged with ASIC (s.292(2)(b)).

ASIC Regulatory Guide 58 Reporting requirements: Registered foreign companies and Australian companies (RG 58, available

at www.asic.gov.au), puts forward ASIC’s view that s.292(2)(b) is not intended to allow a foreign parent company to

lodge its financial statements with ASIC when there is no lodgement requirement for that company under the

Corporations Act.

ASIC goes on to note that the Corporations Act only requires the lodgement of financial statements by foreign

companies that are registered foreign companies (see section 7.4). Accordingly, for the purposes of the foreign-

controlled small proprietary company’s obligations under Part 2M.3 of the Corporations Act, ASIC will not accept

lodgement of the financial statements of a foreign parent that are not registered foreign companies in substitution for

the financial report, directors’ report and auditor’s report of the entity itself.

Furthermore, ASIC notes that a registered foreign company is required to lodge financial information once in every

calendar year and at intervals of no more than 15 months (s.601CK), whereas the lodgement deadline for a foreign-

controlled small proprietary company is four months after the end of its financial year. Accordingly, if a foreign-

controlled small proprietary company wishes to avoid having to prepare and lodge a financial report under Part 2M.3 of

the Corporations Act, it must ensure that the registered foreign company’s (i.e. the parent’s) consolidated financial

statements are lodged under s.601CK within four months of the end of its financial year. ASIC may consider

applications for relief under s.340 to extend this time frame (see ASIC Regulatory Guide 43 Financial reports and audit

relief, available at www.asic.gov.au).

Relief for eligible foreign controlled small proprietary companies

When a company is a foreign controlled small proprietary company that is not part of a ‘large group’, it may qualify for

relief from preparing a financial report under ASIC Corporations (Foreign-Controlled Company Reports) Instrument

2017/204.

A ‘group’ is a ‘large group’ when, on a combined basis, the ‘group’ satisfies at least two of the following conditions for the

financial year of the company in question (i.e. the small proprietary company):

Condition Value

Combined revenue of the group for the relevant financial year $25 million or greater

Combined value of the gross assets of the group at the end of the relevant

financial year

$12.5 million or greater

Number of employees of the group (part time employees being counted as an

appropriate fraction of a full-time equivalent) at the end of the financial year

50 or more

The full definition of a large group in the class order notes that the amounts specified may be varied to any other

amount prescribed for the purposes of paragraph 45A(2) of the Corporations Act.

Where ‘group’ is defined to comprise:

The entity in question

Any other entity which controlled the entity at any time during, or at the end of, the financial year and which was

registered or formed in Australia or carries on business in Australia

Any other entity which is controlled at any time, or at the end of, the financial year by a foreign company which at

the same time controls the entity and which is incorporated or formed in Australia and carries on business in

Australia during that part of the financial year when it is controlled by the same foreign company as controls the

entity

Any entity which is controlled at any time during, or at the end of, the financial year by the entity

Any entity which is controlled by any entity in (c) during that part of the financial year when the corresponding entity

is controlled by the same foreign company that controls the entity.

Combining financial statements is a process similar to consolidation except that it only includes the entities that fall

within the definition of ‘group’.

https://download.asic.gov.au/media/1239014/rg58-published-10-july-2014.pdf

http://download.asic.gov.au/media/1238138/rg43-published-27-5-2011.pdf


21

In order to qualify for relief, all of the following conditions must be met:

The company is not part of a ‘large group’ controlled by a foreign company (see above)

The directors of the company have resolved no earlier than 3 months before the start of the relevant financial year

that the relief should apply

The company relied upon the relief in the immediately previous financial year, or the entity has lodged Form 384

during the period ending 3 months before the commencement of the financial year and ending 4 months after the

end of the relevant financial year, or the company has previously relied on the relief but could not rely on the relief

because ASIC notified the company it could not rely on the relief in the instrument for a particular financial year

The relief was not taken advantage of in a prior period and the company lodged an annual financial report for that

period or the company stopped relying on the relief and lodged a Form 394 during a period commencing 3 months

before the commencement of the financial year and ending 4 months after the end of the financial year

ASIC has not notified the company that it may not rely on the relief in the instrument, or has notified the company

that it may not rely on the relief in the instrument but has subsequently revoked or varied the notice so that it does

not cover the relevant financial year.

4.2.7 Notified foreign passport funds

Notified foreign passport funds (see section 3.4.3) are required to be prepare a report for the fund in accordance with

the financial reporting requirements applying to the fund under the passport rules for the home economy for the fund

(s.319(1AA)).

Accordingly, such funds would apply the accounting standards and other financial reporting requirements applying in

their home jurisdiction, rather than Australian Accounting Standards. Furthermore, such entities are not required to

comply with the other Australian-specific reporting requirements of the Corporations Act (such as preparation of a

directors’ declaration or directors’ report), as those requirements only apply to entities incorporated or formed in

Australia (s.285(2)).


22

4.3 Requirement for audit of the annual report under the Corporations Act

4.3.1 Overview of requirements

In general, an entity that is required to prepare a financial report (see section 4.1.2) is also required to have that

financial report audited under Part 2M.3 of the Corporations Act (specifically s.301). However, there are a number of

additional requirements and exceptions, depending on the nature of the entity.

The key exemptions under the Corporations Act for relief from the requirement for audit include:

Small proprietary companies preparing financial reports due to a shareholder or ASIC direction where the direction

does not require an audit

Smaller companies limited by guarantee

Companies raising funds under the crowd-sourced funding provisions of the Act, where the total funds raised are

less than $3 million.

In addition, ASIC has provided audit relief in certain circumstances through Class Order and Corporations Instruments.

Set out below is a summary of the requirements for audit for various types of entities.

4.3.2 Disclosing entities and registered schemes

Disclosing entities and registered schemes must have their financial report audited and obtain an auditor’s report

(s.301(1)).

In addition, companies that are required to prepare a remuneration report as part of the directors’ report (see section

6.1.2) must have that report audited (s.308(3C)).


Summary flowchart – audit of the financial report

Concessions available for certain public companies undertaking crowd-sourced funding

The Corporations Act contains a number of corporate governance concessions that are available to certain crowd-

sourced funding entities, which are designed to reduce the barriers to entities adopting the public company structure in

order to raise crowd-sourced funding. With the extension of the crowd source funding regime to proprietary

companies during 2018 (see the general eligibility requirements in section 3.4.2), these concessions have become less

important.

The public company is NOT

required to have the financial

report audited

Is the company limited by

guarantee?

The annual financial report must

be reviewed by the auditor

Is the public company eligible to

apply the corporate governance

concessions for certain crowd

sourced funded entities?



company to prepare and audit a

financial report (s.294A, s.294B)?

Yes Has the company met the

requirements of s.301(3) and

elected for the financial report to

be reviewed?

The public company IS required

have the annual financial report

audited

Yes

Yes

No

No

No

Yes

No


company limited by guarantee?

Yes No

The annual financial report is

NOT required to be audited (see

detailed discussion below)


23

These corporate governance concessions are only available to companies that register as, or convert to, a public

company after the commencement of the crowd-sourced funding regime under the Corporations Act and meet the

other requirements of the crowd sourced funding regime (see section 3.4.2). Furthermore, the entity must have done

so prior to the commencement of the Corporations Amendment (Crowd-sourced Funding for Proprietary Companies) Act

2018 (being 19 October 2018)

Eligibility for relief

In order to be eligible for the corporate governance concessions, a company must be covered by s.738ZI. A company is

covered by s.738ZI if the company was registered as a public company limited by shares or was converted from a

proprietary company to a public company limited by shares before the commencement of the Corporations Amendment

(Crowd-sourced Funding for Proprietary Companies) Act 2018 (being 19 October 2018) and complied with the other

requirements of that section.

In essence, the corporate governance concessions apply only to public companies that are registered as or convert to a

public company limited by shares that state they are intending to take advantage of the crowd-sourced funding

provisions of the Corporations Act, and have done so prior to commencement of the crowd sourced funding regime for

proprietary companies.

Furthermore, the relief is only available if a crowd-sourced funding offer is made within a short period of time, and the

relief then only applies for a period of five years after which the normal requirements for public companies apply.

Audit relief

Under s.301(5), a company need not have its financial report for a financial year audited if:

The company is covered under s.738ZI at the end of the financial year, i.e. certain public companies eligible for

limited governance requirements under the crowd-sourced funding part of the Corporations Act (as noted above)

As at the end of the financial year, the company has raised less from $3 million from all crowd-sourced funding

offers it has made at any time.

Similarly, a public company that is covered by s.738ZI just after it is registered as a public company is not required to

appoint an auditor (s.327A(1A)). If a public company stops being covered by s.738ZI or raises more than $3 million

using crowd-sourced funding, it must appoint an auditor (s.328C, s.328D) and the above relief is not available.

A company that takes advantage of the audit relief is not required to include a copy of the auditor’s independence

declaration in its directors’ report (s.298(1AC) and s.298(1AD)).

Other relief

Public companies qualifying for the corporate governance concessions are also able to avail themselves of relief in

respect of reporting to members and from holding an annual general meeting (AGM). See section 6.7.5 for more

information about these concessions.

Audit relief for certain companies limited by guarantee

Under s.301(3), a company limited by guarantee may have its financial report for a financial year reviewed, rather than

audited, if:

The company is not one of the following:

‒ A Commonwealth company for the purposes of the Public Governance, Performance and Accountability Act

20135

‒ A subsidiary of a Commonwealth company for the purposes of that Act

‒ A subsidiary of a Commonwealth authority for the purposes of that Act

One of the following is true:

‒ The company is not required by the accounting standards to be included in consolidated financial statements

and the revenue of the company for the financial year is less than $1 million

‒ The company is required by the accounting standards to be included in consolidated financial statements and

the consolidated revenue of the consolidated entity for the financial year is less than $1 million.

5 A Commonwealth company is a Corporations Act company that the Commonwealth controls, where control has the meaning defined

in the Public Governance, Performance and Accountability Act 2013. It does not include subsidiaries of a Commonwealth company, a

corporate Commonwealth entity or Future Fund Board of Guardians.


24




Large proprietary companies (see section 3.1.2) are generally required to prepare a financial report in accordance with

Part 2M.3 of the Corporations Act and to have the financial report audited.

However, these requirements are amended for certain large proprietary companies that were not audited for a financial

year ending during 1993, or in any later financial year, from the audit requirements of the Corporations Act provided

certain conditions are satisfied (see below).

Audit relief for large proprietary companies

Limited relief in certain circumstances

ASIC Corporations (Audit Relief) Instrument 2016/784 (dated 28 September 2016) relieves large proprietary companies

that were not audited for a financial year ending during 1993, or in any later financial year, from the audit requirements

of the Corporations Act provided certain conditions are satisfied.

The relief does not apply to large proprietary companies that are:

Large ‘grandfathered’ proprietary companies under the former s.319(4) of the Corporations Law

Disclosing entities (see Disclosing entities on page 17)

Borrowers in relation to debentures

Guarantors of borrowers in relation to debentures

A financial services licensee.

Conditions to qualify for relief

To qualify for audit relief, the following conditions must be satisfied in relation to the company’s financial report for a

financial year (the ‘relevant financial year’):

During the period of three months before the commencement of relevant financial year and ending four months

after the end of the relevant financial year, all of the directors and all of the members must pass a unanimous

resolution that an audit is not required and formal notification of the resolution must be lodged with ASIC (using

Form 382) unless the company relied on the relief available under the Corporations Instrument or Class Order

98/1417 in respect of the financial year immediately preceding the relevant financial year. Before passing the

members’ resolution, the members must have been provided, either in the notice of meeting or in material

accompanying a circular resolution, with a statement by the directors stating whether, in their opinion, the cost of

having the financial statements audited outweighs the expected benefits of the audit and setting out their reasons

for that opinion, before so resolving

Written notice that an audit is required has not been received from a director, members who control 5% or more of

the votes that might be cast at a general meeting of the company or any person who is owed approved

subordinated debt by the company (subject to certain conditions in each case)

The directors’ declaration for each financial year which ended on or after 1 July 1998 (up to and including the

relevant financial year) must include an unqualified statement that there are reasonable grounds to believe that the

company will be able to pay its debts as and when they become due and payable (or for certain previous financial

years, that the company would be able to pay its debts as and when they fell due)

The large proprietary company is

NOT required to have the

financial report audited

Is the large proprietary company

eligible to apply relief in ASIC

Corporations (Audit Relief)

Instrument 2016/784 (see below)?

The large proprietary company IS

required have the annual


Yes

No


25

The company must have procedures which enable all the directors to assess whether the company is able to pay its

debts as and when they become due and payable

Management accounts (incorporating an income statement, statement of changes in equity, balance sheet and

cash flow statement) must be prepared on at least a quarterly basis within one month after the end of the relevant

quarter

The directors have resolved, at the end of each quarter and at the time the resolution is made, that total liabilities

do not exceed 70% of total tangible assets and that the company was able to pay all its debts as and when they

become due and payable. Where consolidated management accounts are prepared, total liabilities do not exceed

70% of total consolidated tangible assets

If the company is a party to any deed of cross guarantee under ASIC Corporations (Wholly-owned Companies)

Instrument 2016/785, the directors have resolved each quarter that the total consolidated liabilities did not exceed

70% of the total consolidated tangible assets in respect of either the closed group or extended closed group (as

defined in that ASIC-CI 2016/785)

The directors have resolved, at the end of the relevant financial year and at the time the resolution is made, total

liabilities do not exceed 70% of total tangible. If relevant, total consolidated liabilities also do not exceed 70% of

total consolidated tangible assets for the company and its controlled entities, and where the company is a party to

any deed of cross guarantee under ASIC Corporations (Wholly-owned Companies) Instrument 2016/785, that total

consolidated liabilities did not exceed 70% of the total consolidated tangible assets in respect of either the closed

group or extended closed group

The company, and consolidated entity where consolidated financial statements are required under the

Corporations Act, must have made a profit from ordinary activities after related income tax expense for the

relevant financial year or the financial year preceding the relevant financial year

The year end financial statements must be prepared by a prescribed accountant (who may be an employee of the

company) in accordance with APES 315 Compilation of Financial Information and must be accompanied by a

compilation report prepared in accordance with APES 315.

Additional requirements

In addition, the company must comply with the following requirements:

Where a shareholder or person who is owed approved subordinated debt requests a copy of the management

accounts or a directors’ resolution regarding the above items, the company must make these available to the

requesting party in accordance with the requirements of the instrument

The financial report and the directors’ report for the relevant financial year and the immediately preceding financial

year must substantially comply with Chapter 2M of the Corporations Act

The company must lodge its financial report and directors’ report for the relevant financial year and the

immediately preceding financial year with ASIC in accordance with the requirements of the Corporations Act

The directors’ report must include a statement that the financial report has not been audited, in reliance on ASIC

Corporations (Audit Relief) Instrument 2016/784, and that the requirements of the instrument have been complied

with

A registered company auditor to whom the Company has granted access to any of the books of the Company has

not indicated to the Company, any of its directors or other officers that, if the financial report of the Company for

the relevant financial year were audited in accordance with Division 3 of Part 2M.3 of the Act, the auditor’s report

may contain a modified opinion within the meaning of paragraph 5(b) of Auditing Standard ASA 705 Modifications to

the Opinion in the Independent Auditor’s Report, and there are no material disagreements or unresolved issues as

between the company and any such auditor in relation to accounting treatments or amounts that may appear in

the financial report of the company for the Relevant Financial Year

If the relief is not applied for the financial year immediately following a financial year which the relief was applied, a

notice that the company has ceased to apply the relief must be lodged with ASIC (using Form 396).

The full text of the latest version of ASIC Corporations (Audit Relief) Instrument 2016/784 can be

found at www.legislation.gov.au

https://www.legislation.gov.au/Latest/F2016L01542


26



Audit relief for foreign controlled small proprietary companies

ASIC Corporations (Audit Relief) Instrument 2016/784 relieves foreign controlled small proprietary companies that were

not audited for a financial year ending during 1993, or in any later financial year, from the audit requirements of the

Corporations Act provided certain conditions are satisfied. The conditions for audit relief are the same as those

prescribed for large proprietary companies, as outlined in section 4.3.4.

Relief for certain small proprietary companies undertaking crowd sourced funding

Audit relief

Where a small proprietary company is required to prepare an annual financial report because it has raised funds using

crowd source funding under the Corporations Act, the entity will generally also be required to have that financial report

audited.

However, if the company has raised a total of less than the ‘CSF audit threshold’ from all the ‘CSF offers’ it has ever

made, it is not required to have the financial report audited (s.301(2)(b)). For these purposes:

The ‘CSF audit threshold’ is $3 million, or such other amount as is prescribed by the Corporations Regulations (no

such amount has currently been prescribed)

‘CSF offers’ are fundraising offers made by the company under the crowd source funding provisions of the

Corporations Act (i.e. Part 6D.3A).

Modified reporting to members

A small proprietary company that has one or more ‘CSF shareholders’ (i.e. members who became shareholders under a

crowd sourced funding offer) at the end of the financial year only needs to provide its annual report (and concise report

if any) via a website and does not need to notify shareholders of alternative ways of receiving the reports (s.314(1AF)).

The small proprietary company

is NOT required to have the

annual report audited



company to prepare an annual

financial report (s.293, s.294)?

The small proprietary company

IS required to have the annual


Was the small proprietary

company controlled by a foreign

company for all or part of the

year?

Has the entity been granted relief

from the audit requirements of

the Corporations Act (e.g. ASIC-CI

2016/784)?

Yes

Does the direction require the

annual financial report to be

audited?

Yes

Yes

Yes

No

No

No

No

Yes

No




during the financial year?

Is the total of all funds raised

from ‘CSF offers’ above the ‘CSF

audit threshold’ ($3 million)?

Yes

No


27


Notified foreign passport funds (see section 3.4.3) are required to obtain an auditor’s report relating to the report for

the fund for the year prepared in accordance with the financial reporting requirements applying to the fund under the

passport rules for the home economy for the fund (see section 4.2.7).

4.4 Requirements for lodgement of the annual financial report

In general terms, most annual financial reports prepared under the Corporations Act are required to be lodged with

ASIC. However, there are a number of exemptions in the Act itself, and additional ASIC Corporations Instruments and

Class Orders that provide relief from the requirement to lodge.

The analysis below discusses the lodgement requirements for each category of entity.

4.4.1 Disclosing entities and registered schemes

Summary flowchart – lodgement of the financial report


Disclosing entities and registered schemes are required to lodge a copy of their financial report, directors’ report and

auditor’s report for the financial year with ASIC. This includes any concise report for the period (s.319(1)). The timeline

for lodgement is 3 months after the end of the financial year.

Dual lodgement relief for listed entities

In accordance with Corporations (Electronic Lodgement of Financial Reports) Instrument 2016/181, listed companies or

registered schemes are relived from the requirement to lodge a copy of their financial report, directors’ report and

auditor’s report for the financial year (including any concise financial report) and half-year with ASIC where those reports

have already been electronically lodged with the ASX, National Stock Exchange of Australia, SIM Venture Securities

Exchange Limited or Sydney Stock Exchange Limited.


Summary flowchart– lodgement of the financial report

Is the disclosing entity or

registered scheme listed on the

ASX or other eligible exchange

under ASIC-CI 2016/181?


lodge its annual financial report

with ASIC

Has the annual financial report

been electronically lodged with

the eligible exchange?

The entity IS required lodge the

annual financial report with ASIC

Yes

No

Yes

No


company limited by guarantee?



with ASIC

Has ASIC requested the entity to

prepare and lodge a financial

report (s.294B)?



Yes

No Yes

No


28


In general, public companies are required to prepare and lodge an annual financial report with ASIC (s.319(1)).

However, under s.319(2)(b), the lodgement requirement does not apply if the annual financial report is being prepared

for a small company limited by guarantee (see section 3.1.3) in response to a member’s request (s.294A) or ASIC

request (s.294B). In the case of a request by ASIC, the request may require the annual financial report to be lodged

(s.294B(4)).




Large proprietary companies (see section 3.1.2) are generally required to lodge their annual financial report with ASIC

(s.319(1)).

Relief from lodgement for ‘grandfathered’ proprietary companies

In accordance with the former s.319(4) of the Corporations Law, which continues to apply in accordance with s.1408(6)

of the Corporations Act, (i.e. the ‘grandfather clause’), large proprietary companies that were classified as ‘exempt

proprietary companies’ as at 30 June 1994 and continue to meet the definition of ‘exempt proprietary company’ at all

times subsequent to 30 June 1994 are relieved from the requirement to lodge a financial report with ASIC, provided:

The company was an exempt proprietary company on 30 June 1994

The company continues to meet the definition of ‘exempt proprietary company’ (as in force at 30 June 1994) at all

times since 30 June 1994

The company was a large proprietary company at the end of the first financial year after 9 December 1995

The company’s financial statements for the financial year ending during 1993 and each later financial year have

been audited before the deadline

Within 4 months after the end of the first financial year after 9 December 1995, the company lodged with ASIC a

notice that the company has applied for the lodgement relief granted by s.319(4).

Relief for lodgement for certain foreign owned large proprietary companies

ASIC Corporations (Exempt Proprietary Companies) Instrument 2015/840 (dated 18 September 2015), provides similar

lodgement relief to that available for ‘grandfathered’ proprietary companies to large proprietary companies in which an

ownership interest is held by a foreign company, provided the ownership interest does not constitute control and

certain other conditions are satisfied.

To take advantage of this relief, the directors of the large proprietary company must have lodged with ASIC, within 4

months after the end of the first financial year that ended after 24 April 1997, notification of their intention to adopt

Class Order 98/99 (the prior version of the instrument)..

Is the large proprietary company

eligible to apply the

‘grandfathering’ provisions under

s.1408(6) of the Corporations Act?



with ASIC

Is the entity eligible to apply the

relief for certain foreign owned

entities in ASIC-CI 2015/840?



Yes

No

Yes

No


29




If a small proprietary company is required to prepare an annual financial report, the requirement to lodge that financial

report with ASIC depends on the reporting mandate requiring the preparation of that annual financial report (see

section 4.2.6):

If the annual financial report is being prepared due to a member’s request (s.293), it is not required to be lodged

with ASIC

If the annual financial report is being prepared due to an ASIC request (s.294), lodgement with ASIC will depend on

the nature of the request from ASIC, i.e. the request will stipulate if lodgement is required

If the annual financial report is being prepared because the entity has raised funds using crowd sourced funding

(see section 3.4.2), the annual financial report must always be lodged with ASIC.

The requirement to lodge applies even though the entity may not be required to have the annual financial report

audited due to the nature of the shareholder or ASIC request, or where the entity has raised funds using crowd sourced

funding and is under the ‘CSF audit threshold’ (see section 4.3.5).


Under s.319(1AA), a notified foreign passport fund (see section 3.4.3) must lodge each of the following with ASIC for

each financial year for the fund:

A copy of a report for the fund for the year, prepared in accordance with the financial reporting requirements

applying to the fund under the passport rules for the home economy for the fund, and

A copy of each auditor’s report that relates to the report.

4.4.6 Reporting deadlines

Section 319 of the Corporations Act requires a disclosing entity, registered scheme or notified foreign passport fund to

lodge within three months after the end of the financial year.

All other companies must lodge their annual financial reports within four months after the end of the financial year

unless they are not required to lodge with ASIC (as outlined in this section).

Entities listed on the ASX will also need to consider the reporting deadlines under the ASX Listing Rules.

Entities that are ‘significant global entities’ for income tax purposes also need to consider the lodgement requirements

and deadlines for GPFS for SGE (see section 4.7).

See section 6.7 for a summary of the reporting deadlines under both the Corporations Act and

ASX Listing Rules.




during the financial year?



with ASIC

Does the ASIC request require

the entity to lodge a copy of the

annual financial report (s.294)?



Yes

No Is the small proprietary company

required to prepare a financial

report under the Corporations Act

(see section 4.2.6)?

Has ASIC requested the entity to

prepare and lodge a financial

report (s.294B)?

Yes

No

Yes

No

As an annual financial report is

not required to be prepared,

there is no ASIC lodgement

requirement


30

4.5 ASIC

4.5.1 How ASIC is involved in financial reporting

ASIC is Australia’s regulator of Australian companies, markets, financial services and professionals who provide advice in

investments, superannuation, insurance, deposit taking and credit. ASIC does not mandate the reporting requirements

of an entity. However, it is responsible for regulating compliance with the financial reporting (and auditing)

requirements for entities subject to the Corporations Act.

4.5.2 Class orders and Corporations Instruments

ASIC issues class orders/corporations instruments to:

Provide exemptions to provisions of Acts administered by ASIC e.g. the Corporations Act

Modify or clarify provisions of Acts

Make declarations about a person(s) subject to provision.

The following significant and relevant class orders/corporations instruments related to financial reporting have been

released by ASIC: Links to the text of the instrument are to the latest version of the instrument on

www.legilstation.gov.au.

Release

number

Issue date Subject

Class orders:

10/654 26/07/2010 Inclusion of parent entity financial statements in financial reports

Allows companies, registered schemes and disclosing entities that present consolidated

financial statements to include parent entity financial statements as part of their financial

report under Chapter 2M of the Corporations Act. This class order overcomes some

unintended consequences resulting from the Corporations Amendment (Corporate Reporting

Reform) Act 2010.

More information: section 6.5.3, text of the order

13/1644 20/12/2013 Financial Reporting by Stapled Entities

Permits a stapled entity to include, in its financial report or concise report, consolidated

financial statements or combined financial statements that include other entities that are

stapled issuers in the same stapled group as the relevant entity where the Corporations Act

would otherwise not permit the inclusion of those other group members, provided certain

conditions are met. This effectively permits the preparation of consolidated or combined

financial reports by stapled entities where the Corporations Act would otherwise prevent it.

More information: text of the instrument

Corporations Instruments:

2015/251 27/05/2015 ASIC Corporations (Externally-Administered Bodies) Instrument 2015/251

Relieves certain entities from the requirements to prepare and lodge financial reports under

Part 2M.3 of the Corporations Act and to hold an annual general meeting where a liquidator

or administrator has been appointed to the entity, provided certain conditions are met.


2015/838 18/09/2015 ASIC Corporations (Stapled Group Reports) Instrument 2015/838

Permits issuers of stapled securities to include their financial statements and the

consolidated or combined financial statements of the stapled group in adjacent columns in

one financial report, provided certain conditions are satisfied.


http://www.legilstation.gov.au/

https://www.legislation.gov.au/Latest/F2017C00172





31

Release

number

Issue date Subject

2015/839 18/09/2015 ASIC Corporations (Related Scheme Reports) Instrument 2015/839

Permits registered schemes with a common responsible entity (or related responsible

entities) to include their financial statements in adjacent columns in a single financial report,

provided certain conditions are satisfied.


2015/840 18/09/2015 ASIC Corporations (Exempt Proprietary Companies) Instrument 2015/840

Relieves large proprietary companies in which an ownership (but not a controlling interest) is

held by a foreign company or which have an authorised trustee company as a non-beneficial

member from the requirement to lodge a financial report, directors’ report and auditors’

report with ASIC, provided certain conditions are satisfied.


2015/841 18/09/2015 ASIC Corporations (Non-Reporting Entities) Instrument 2015/841

Allows non-reporting entities to take advantage of concessions or other modifications of the

recognition and measurement requirements of accounting standards that are available to

reporting entities, provided that the financial report complies with all recognition and

measurement requirements as if it were a reporting entity.


2015/842 18/09/2015 ASIC Corporations (Post Balance Date Reporting) Instrument 2015/842

Permits the presentation of a statement of financial position (and where applicable a

consolidated statement of financial position) in the notes to the financial statements

explaining the financial effect of material acquisitions and disposals of entities and

businesses after the balance date.


2016/181 24/03/2016 ASIC Corporations (Electronic Lodgment of Financial Reports) Instrument 2016/181

Relieves listed companies or registered schemes from the requirement to lodge a copy of

their financial report, directors’ report and auditors’ report for the financial year (including

any concise financial report) and half-year with ASIC where those reports have already been

electronically lodged with the ASX, National Stock Exchange of Australia, SIM Venture

Securities Exchange Limited and Sydney Stock Exchange Limited. Replaced ASIC Class Order

98/104. In terms of the transitional provisions of the instrument ASIC Class Order 98/104

continued to apply until the earlier of 1 October 2016 or when ASX Limited is appointed as

agent for ASIC for the purposes of Part 2 of ASIC-CI 2016/181.


2016/186 24/03/2016 ASIC Corporations (Foreign Licensees and ADIs) Instrument 2016/186

Relieves certain foreign licensees from the requirement under Division 6 of Part 7.8 of the

Corporations Act to prepare and lodge audited financial statements and keep certain

financial records in relation to its financial services business.


2016/187 15/08/2016 ASIC Corporations (Uncontactable Members) Instrument 2016/187

Relieves public companies, registered schemes and disclosing entities from the requirement

to send a full or concise financial report to shareholders where the entity cannot establish

the address of a shareholder, provided certain conditions are satisfied.










32

Release

number

Issue date Subject

2016/188 15/08/2016 ASIC Corporations (Directors’ Report Relief) Instrument 2016/188

Allows companies (including companies limited by guarantee), registered schemes and

disclosing entities to transfer certain information otherwise required to be disclosed in the

directors’ report to a document attached to the financial report and directors’ report or to

the financial report.


2016/189 15/08/2016 ASIC Corporations (Synchronisation of Financial Years) Instrument 2016/189

Permits foreign controlled companies, registered schemes and disclosing entities to

synchronise their financial year (annual or half-year) with that of their ultimate foreign parent

entity where the foreign parent is required by law to synchronise the financial years of

subsidiaries, provided certain conditions are satisfied.


2016/190 15/08/2016 ASIC Corporations (Disclosing Entities) Instrument 2016/190

Relieves entities from the disclosing entity requirements of Chapter 2M of the Corporations

Act where the entity ceases to be a disclosing entity before their deadline and the directors

resolve that there are no reasons to believe that the entity may become a disclosing entity

before the end of the next financial year. Furthermore, it relieves a disclosing entity from the

requirement to prepare and lodge a half-year financial report and directors' report during

the first financial year of the entity, where that first financial year lasts for 8 months or less,

provided certain conditions are satisfied.


2016/191 24/03/2016 ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191

Permits rounding off in the directors’ report and financial report where total assets exceed

$10 million, $1,000 million and $10,000 million. Replaces ASIC Class Order 98/100 and

applies to financial years ending or a half year on or after 30 June 2016.

More information: section 6.5.2, text of the instrument

2016/784 28/09/2016 ASIC Corporations (Audit Relief) Instrument 2016/784

This instrument relieves large proprietary companies and foreign controlled small

proprietary companies from the audit requirements of the Corporations Act, provided

certain conditions are satisfied. Applies to financial years ending on or after 1 January 2017.

More information: section 4.3.2, text of the instrument

2016/785 28/09/2016

13/12/2016

ASIC Corporations (Wholly owned Companies) Instrument 2016/785 and ASIC

Corporations (Amendment) Instrument 2016/1211

It continues to relieve wholly owned companies from the need to prepare financial reports

and have them audited, provided they enter into a deed of cross-guarantee with their

holding company and other wholly owned companies. However, if a group wishes to join a

company to a deed of cross-guarantee executed before the commencement of ASIC-

CI 2016/785, the existing deed will need to be replaced or revised and re-executed so it

complies with PF 24 (Pro Forma 24 Deed of cross guarantee). As a general rule, the new

instrument will not affect any entities currently relying on the relief. However, bodies

regulated by APRA are no longer permitted to be a party to the deed of cross guarantee and

will have to be removed, if necessary.

More information: section 4.1.2, text of the instrument.








33

Release

number

Issue date Subject

2017/204 23/3/2017 ASIC Corporations (Foreign-Controlled Company Reports) Instrument 2017/204

Relieves foreign controlled small proprietary companies from the requirement to prepare,

audit and lodge a financial report in circumstances where a financial report is not lodged by

the foreign parent entity or intermediate Australian parent entity, provided certain conditions

are satisfied. This places foreign-controlled small proprietary companies on a par with other

Australian small proprietary companies. This part of the instrument applies from its date of

commencement (24 March 2017). See section 4.2.6 for a discussion of this part of the

instrument.

The instrument also relieves a registered foreign company with characteristics similar to a

small Australian proprietary company from the requirements of section 601CK which

requires the lodgement of financial statements by registered foreign companies (see section

7.4.2). This part of the instrument applies to calendar years commencing on or after 1

January 2017.


4.5.3 Entity specific relief

A company may apply to ASIC under s.340 for accounting and audit relief. ASIC Regulatory Guide 43 indicates ASIC’s

interpretation of the preconditions which need to be satisfied in order to obtain relief.


http://asic.gov.au/regulatory-resources/find-a-document/regulatory-guides/rg-43-financial-reports-and-audit-relief/


34

4.6 ASX

4.6.1 Who is the ASX?

The ASX is Australia's primary securities exchange operated by Australian Securities Exchange Ltd. The Corporations Act

includes special rules/requirements for listed companies and schemes for example:

s.300(11)-(12): Specific information to be included in the Annual Directors’ report of listed companies

s.300A: Disclosure of key management personnel remuneration to be provided by listed companies.

4.6.2 ASX Listing Rules

In addition to the requirements of the Corporations Act, entities with securities listed on the ASX must also comply with

the periodic reporting requirements of the ASX Listing Rules contained in Chapter 4 Periodic Disclosure of the ASX

Listing Rules. Furthermore, mining and oil and gas production and exploration entities are required to comply with the

ASX Listing Rules contained in Chapter 5 Additional reporting on mining and oil and gas production and exploration

activities.

The ASX Listing Rules govern inter alia the admission of entities to list securities on the ASX, the disclosure requirements

and some aspects of a listed entity’s conduct. The Listing Rules are enforceable against a listed entity and their

associates under s.793C and s.1101B of the Corporations Act.

On 28 November 2018, the ASX released a consultation paper Simplifying, clarifying and enhancing

the integrity and efficiency of the ASX listing rules. This consultation paper proposes numerous

changes to the ASX Listing Rules and related guidance. More information on the consultation

paper can be found at www.asx.com.au.

Under chapters 4 and 5 of the ASX Listing Rules, the following additional ASX reporting requirements arise:

Requirement Summary


Preliminary final report

(Listing Rule 4.3A-4.3B)

Following the end of the financial year of an entity, the entity (in the case of a trust, the

responsible entity) must give ASX the information required by Appendix 4E, unless the entity

is a mining exploration entity or oil and gas exploration entity (see section 6.6.1)

Copy of annual reporting

documents (Listing Rule

4.5)

The entity must also give the ASX a copy of the documents lodged with ASIC under s.319 of

the Corporations Act if it is a disclosing entity, or otherwise provide the information lodged

under s.601CK of the Corporations Act

Copy of annual report

(Listing Rule 4.7)

The entity must give the ASX a copy of the annual report, and any concise report, given to

shareholders under s.314 of the Corporations Act, or for entities not established in Australia,

a copy of the annual report provided to its shareholders under the law of the place of its

establishment

Additional information

(Listing Rule 4.10)

The annual report given to the ASX must include additional information that is prescribed by

Listing Rule 4.10, including a corporate governance statement, information about the entity’s

securities and their distribution, details of substantial shareholders and other items (see the

example ‘Other ASX information’ starting on page 236 for details)

Half-year report (Listing

Rule 4.2A)

The entity must provide the ASX with a copy of the documents that a disclosing entity must

lodge with ASIC under s.320 of the Corporations Act, or if the entity is not established in

Australia, a half-year report that is required in its home jurisdiction (where such a report is

not prepared, the entity is required to prepare an equivalent half-year report)

Appendix 4D (Listing

Rule 4.2A)

The entity must provide the ASX the information required by Appendix 4D, unless the entity

is a mining exploration entity or oil and gas exploration entity.

http://www.asx.com.au/regulation/rules/asx-listing-rules.htm

http://www.asx.com.au/


35

Requirement Summary

Requirements applying in specific circumstances

Additional disclosures

on change of balance

date (Listing Rule 4.4A)

An, other than a mining exploration entity or oil and gas exploration entity, which changes its

annual reporting date such that its next annual accounts cover a period longer than 12

months, must provide the information required by Appendix 4F for the initial 12 month

period

Quarterly disclosure

(Listing Rule 4.7B)

Entities admitted to the official list under Listing Rule 1.3.2(b)6 (or where that rule is applied in

certain circumstances) are required to give the ASX the information required by Appendix 4C

on a quarterly basis

Disclosures where

securities are the main

asset (Listing Rule 4.8)

If a listed entity’s main asset are securities in an unlisted entity, the listed entity is required to

give the ASX the latest accounts of the unlisted entity, together with any auditor’s report or

statement, when it gives the ASX its annual report

Securities and loans to

unlisted entities (Listing

Rule 4.9)

If a listed entity has investments in unlisted entities, or loans or advances to an unlisted entity

as part of its assets, the listed entity must give the ASX the latest accounts of the unlisted

entity if the ASX asks

Net tangible asset

backing for investment

entities (Listing

Rule 4.12)

An investment entity7 is required to disclose its net asset backing of its quoted securities on a

monthly basis, within 14 days of the end of each month

Mining and oil and gas production and exploration entities

Quarterly reporting

(Listing Rules 5.1-5.5)

Mining and oil and gas producing and exploration entities are required to provide the ASX

with a quarterly report outlining their activities for the quarter. The nature of the information

to be provided depends upon whether the entity is a mining or oil and gas entity, and

whether the entity is a producing or exploration entity. In addition, mining and oil and gas

exploration entities are required to give the ASX the information required in Appendix 5B

Reporting on mining

activities (Listing Rules

5.6-5.24)

These requirements relate to the reporting of exploration results, mineral resources, ore

reserves, historical and foreign estimates and production targets by mining entities. There

are specific requirements that must be included in a mining entity’s annual report, including

details of mining tenements (for exploration entities) and a mineral resources and ore

reserves statement (for mining entities)

Reporting on oil and gas

activities (Listing Rules

5.25-5.44)

Provides details of how information from oil and gas activities is to be prepared and given to

the ASX. There are specific requirements that must be included in an oil and gas entity’s

annual report, including details of petroleum tenements (for exploration entities) and a

reserves statement and reconciliation of petroleum reserves holdings against that from the

previous year (for oil and gas entities)

See section 6.6 for a discussion on the annual reporting requirements of the ASX Listing Rules

for listed entities.


Chapter 4 Periodic Disclosure of ASX Listing Rules sets out reporting deadlines for entities and registered schemes listed

on the ASX. See section 6.7 for a summary of the reporting deadlines under both the Corporations Act and ASX Listing

Rules.

6 Listing Rule 1.3.2(b) applies on admission to the official list where half or more of the entity’s total tangible assets (after raising any

funds) are cash or in a form readily convertible to cash, and the entity has commitments consistent with its business objectives to

spend at least half of its cash and assets in a form readily convertible to cash. 7 An investment entity is an entity which, in ASX’s opinion, is an entity to which both of the following apply: (1) Its activities or the

principal part of its activities consist of investing (directly or through a child entity) in listed or unlisted securities or derivatives and (2)

Its objectives do not include exercising control over or managing any entity, or the business of any entity, in which it invests.


36

4.6.4 Continuous disclosure

See section 7.1 for a discussion on an entity’s continuous disclosure obligations under inter alia ASX Listing Rule 3

Continuous disclosure.

4.6.5 Other exchanges

In addition to the ASX, other exchanges in Australia include the following:

Stock exchange Comment

National Stock Exchange

of Australia (NSX)

NSX is a stock exchange in that caters specifically for the listing of small to medium

enterprises. It is owned by NSX Limited which is listed on ASX. Entities listed on the NSX

are required to comply with the NSX listing rules which prescribe the requirements for

obtaining and maintaining a listing of securities on the NSX.

Chi-X-Australia Chi-X Australia is a stock exchange and derivatives market operator licensed and

regulated by ASIC. It provides an alternate to trading on the ASX and potential for lower

costs. Chi-X Australia is owned by Chi X Global, which also operates Chi-X Canada and Chi-

X Japan. Entities listed on Chi-X Australia are required to comply with the Chi-X Australia

operating rules and procedures.

SIM Venture Securities

Exchange Limited

(SIM VSE)

SIM VSE is an Australian market licensed equity market which provides specialised capital

market services for clean-tech and green-tech companies. It is a joint venture between

Financial and Energy Exchange Limited (FEX) and the National Stock Exchange of Australia

Limited (NSX). Entities listed on the SIM VSE are required to comply with the listing rules.

Sydney Stock Exchange

Limited (SSX)

SSX is a securities exchange in Australia that provides opportunities for growth oriented

companies to raise the capital for expansion from a range of domestic and international

investors, especially from the Asia-Pacific region. In accordance with the requirements of

the Corporations Act, entities listed on the SSX are required to comply with the SSX

operating rules.

The NSX listing rules are available at www.nsxa.com.au

The Chi-X Australia operating rules and procedures are available at www.chi-x.com.au

The SIM VSE listing rules are available at simvse.com.au

The SSX operating rules are available at www.apx.com.au

http://www.iasplus.com/models


http://www.asx.com.au/documents/rules/Chapter03.pdf


http://www.nsxa.com.au/companies_pre_listed/listing_rules

http://www.chi-x.com.au/COMPLIANCE.aspx

http://simvse.com.au/regulations/rules-and-regulations.php

http://www.apx.com.au/APX/Public/EN/Listings/Listing_Rules.aspx


37

4.7 General purpose financial statements for significant global entities

4.7.1 Application

Section 3CA of the Tax Administration Act requires a corporate tax entity to lodge a ‘general purpose financial

statement’ (GPFS) with the Australian Tax Office (ATO) in specific circumstances. This requirement is in addition to any

reporting obligations arising under the Corporations Act 2001.

The GPFS requirements apply to ‘significant global entities’ that are a corporate tax entity and either Australian resident

entities or a foreign resident that operates an Australian permanent establishment (as defined in the Income Tax

Assessment Act 1936). However, where the entity has already lodged a GPFS with ASIC within the time provided under

s.319(3) of the Corporations Act (see section 4.4.6), it is not required to lodge a GPFS with the ATO.

In essence, this means that unless the entity lodges GPFS with ASIC within either three or four months of the end of its

financial year (depending on the nature of the entity), the entity will instead be required to lodge GPFS with the ATO8.

These requirements apply where an entity’s income year for tax purposes commences on or after 1 July 2016.

4.7.2 Corporate tax entities

The Income Tax Assessment Act 1997 includes the following types of entities as being ‘corporate tax entities’: companies,

corporate limited partnerships and public trading trusts.

4.7.3 Significant global entities

Broadly, a significant global entity is any member of a consolidated group that has consolidated annual income of

A$1 billion or more. For the purposes of this definition, a single entity may be a significant global entity.

Specifically, a significant global entity is defined as:

A ‘global parent entity’ (GPE) which has ‘annual global income’ of A$1 billion or more. For these purposes, a GPE is

an entity that is not controlled by another entity applying Australian Accounting Standards or, where these do not

apply, commercially accepted principles relating to accounting

A member of such a GPE’s group, or

In the event that global financial statements are not prepared for the period, an entity that the Commissioner of

Taxation makes a determination in respect of, on the basis that he reasonably believes the annual global income of

the entity or the group is $A1 billion or more.

Likely developments

In its 2018-2019 Budget, the Federal Government announced that it intends to amend the definition of a ‘significant

global entity’. Due to the wording of the enacting legislation, the current requirements apply only to an entity which is a

member of a group headed by a public company or a private company required to provide consolidated financial

statements.

The Federal Government announced that the relevant definitions will be broadened to include members of large

multinational groups headed by private companies, trusts and partnerships. It will also include members of groups

headed by investment entities. The budget announcement also noted that this measure will also ensure the

Commissioner of Taxation’s power to determine an entity to be an GPE operates as intended.

The draft legislation to implement the proposals would introduce a new category of entity, a ‘country-by-country

reporting entity’, which will have different criteria to a ‘significant global entity’. The draft legislation proposes that only

‘country-by-country reporting entities’ will be required to lodge GPFS with the ATO in some circumstances.

The new provisions are expected to apply to income years commencing on or after 1 July 2018 but have not been

substantively enacted as at 20 December 2018.

8 Note that the ATO guidance on applying section 3CA contains administrative relief, whereby an entity can notify the ATO if it lodges

GPFS with ASIC after the time provided in s.319(3) of the Corporations Act 2001, but before the due date for lodgment of the entity’s tax

return. In such instances, the ATO will consider that the entity has satisfied the obligation to provide the ATO with a GPFS.


38

4.7.4 Annual global income

The annual global income of a GPE for a period is the total annual income of all the members of the group of entities

that are consolidated in accordance with accounting principles in those global financial statements, or otherwise the

total annual income of the entity.

The ATO’s guidance on applying section 3CA indicates that annual global income is the total of income that goes to the

determination of profit or loss in accordance with AASB 101 Presentation of Financial Statements. The guidance further

explains that the definition of income under Australian Accounting Standards “includes revenue, extraordinary income,

gains from investment activities and other inflows that go to the determination of profit or loss” but excludes items

included in other comprehensive income.

The ATO’s guidance clearly intends a broad reading of “income”, meaning net gains should be included in income when

measuring a GPE’s global annual income. Because gains may be one off in nature, they may cause entities to move in

and out of the significant global entities definition from period to period as transactions occur.

The source for information for determining the amount of annual global income is the latest global financial statements

for the GPE. Global financial statements must be prepared in accordance with Australian Accounting Standards (issued

by the Australian Accounting Standards Board) and audited in accordance Australian Auditing Standards (issued by the

Australian Auditing and Assurance Standards Board). Where these standards do not apply, commercially accepted

principles relating to accounting and auditing can be applied, so long as they ensure the financial statements give a true

and fair view of the financial position and performance of the entity (or consolidated entity).

In addition, the global financial statements must be for the most recent period (not necessarily the income year) for

which they have been prepared, and end no later than the end of the relevant period and no earlier than 12 months

before the start of the relevant period9. Where the information is not in Australian dollars, translations should be

performed using average rates for the period.

4.7.5 Deadlines for lodgement with the ATO

Section 3CA(2) of the Tax Administration Act contains the following requirements:

“A corporate tax entity to which this section applies for an income year must, on or before the day by which the entity is

required to lodge its income tax return for the income year with the Commissioner, give to the Commissioner in the

approved form a general purpose financial statement for the financial year most closely corresponding to the income

year.”

This section links the lodgment of general purpose financial statements with the lodgment of the entity’s tax return for

the relevant period.

The requirements will continue to apply for the year ended 31 December 2018 where the company is captured by

s.3CA of the Tax Administration Act. As the due date for lodgment of the tax return is the fifteenth day of the seventh

month after the close of the accounting period (unless otherwise extended), this means that the latest day for lodgment

of general purpose financial statements for these entities in the absence of the ATO’s transitional administrative

provisions would be 15 January 201910.

The ATO’s transitional administrative provisions provided that entities with an income tax year that ended on 30 June

2017 had until 31 March 2018 (rather than 15 January 2018) to lodge their general purpose financial statements with

the ATO. An extended deadline is not available for an entity’s income year ending on 31 December 2018.

9 This has been derived from the definition of ‘global financial statements’ in section 960-570 of the Income Tax Assessment Act 1997.

The ATO guidance on applying section 3CA expresses this as “the most recent period (not necessarily the income year) ending within

24 months before the end of the financial year”. 10 June balancing companies that are not full self-assessment (NFSA) taxpayers are required to lodge their tax returns by the first day of

the six month following the income year, being 1 December 2017. There are various other lodgment dates that apply in various

circumstances, e.g. where the entity is a new registrant, leaves a tax-consolidated group, were non-taxable or received a credit

assessment in the latest year lodged, and are actually non-taxable or receiving a credit assessment in the current year, and various

other circumstances. More information is available at www.ato.gov.au. Each entity should ensure they understand their relevant

lodgment date and for NFSA taxpayers whether and how they fall into these measures.

https://www.ato.gov.au/Tax-professionals/Prepare-and-lodge/Tax-agent-lodgment-program/Tax-returns-by-client-type/Companies-and-super-funds/


39

4.7.6 Meaning of GPFS

Section 3CA(5) of the Tax Administration Act provides the following:

“For the purposes of this section, a general purpose financial statement in relation to an entity:

(a) must be prepared in accordance with:

(i) the accounting principles, or

(ii) if the accounting principles do not apply in relation to the entity – commercially accepted principles relating to

accounting; and

(b) if the entity is a member of a group of entities that are consolidated for accounting purposes as a single group –

must relate to:

(i) the entity; or

(i) the entity and some or all of the other members of the group.

4.7.7 ATO guidance

There are a number of areas of uncertain interpretation of the requirements of section 3CA of the Tax Administration

Act, the ATO consulted on and subsequently issued guidance on how it interprets the law. This ‘near final’ guidance was

released on 28 September 2017 and was subject to an additional limited consultation, for which submissions closed on

27 October 2017. Comments on the guidance closed in late October 2017 and the ATO provided respondents with an

initial response in its Public advice and guidance compendium late in December 2017. The compendium does not appear

to be publicly available, but was widely distributed to all respondents to the ATO’s consultation.

The compendium identifies a number of clarifications and amendments to the ATO’s guidance in response to the

comments raised. At the time the ATO issued the compendium, the amendments were expected to be made

progressively through 2018 as outstanding matters are resolved. However, the core principles in the guidance, such as

which ‘entity’ is required to comply, or which basis of accounting should be used when preparing GPFS, are not

expected to change.

In essence, the ATO guidance focuses on how the references to ‘entity’ are to be understood when complying with

section 3CA of the Tax Administration Act. In other words, the obligation to prepare general purpose financial

statements is placed on the taxpayer, but for which entity can the general purpose financial statements be prepared,

and on what basis?

The ATO’s guidance notes the following (emphasis added):

“The entity referred to in subsection 3CA(5) (particularly paragraphs 5(a)(ii) and (5)(b)) is the corporate tax entity that

satisfies subsection 3CA(1). It therefore does not follow that subsection 3CA(5) can be read in such a way that you could

have regard to the entity for which the financial report is being prepared to determine whether your GPFS needs to be

prepared in accordance with Australian Accounting Standards or [commercially accepted accounting principles]”

In other words, general purpose financial statements need to be prepared in accordance with Australian Accounting

Standards, if those standards generally apply in relation to the affected taxpayer in their own right. Australian

Accounting Standards generally apply in relation to all entities with an obligation to prepare financial reports under Part

2M.3 of the Corporations Act (see section 4.1).

This means that if an entity that is captured by Part 2M.3 of the Corporations Act and intends to satisfy the GPFS

requirements by lodging a global parent's report, that report would have to be prepared in accordance with Australian

Accounting Standards. Converting the financial statements of a foreign parent to be compliant with Australian

Accounting Standards is not necessarily a straightforward process.

However, the ATO has introduced a transitional administrative approach which permits certain entities which intend to

seek to satisfy the GPFS requirements by lodging the financial statements of a parent entity for an income year

commencing between 1 July 2016 and 30 June 2017, to prepare the GPFS in accordance with another country’s

commercially accepted accounting principles rather than Australian Accounting Standards. This transitional

administrative approach will not be available for entities with an income year ending on 31 December 2018.

Furthermore, the ATO guidance puts forward the view that Australian Accounting Standards will apply in circumstances

where ASIC has otherwise relieved the entity, through a Corporations Instrument or Class Order, from preparing

financial reports under Part 2M.3 of the Corporations Act (see section 4.5.2). In these cases, any general purpose

financial statements lodged must comply with Australian Accounting Standards even though there may be no formal


40

preparation and/or lodgment requirement under the Corporations Act 2001 due to the ASIC relief to which the entity has

availed itself.

4.7.8 Options re general purpose financial statements to be lodged

The ATO’s guidance acknowledges that there are a number of ways to satisfy the requirements of section 3CA when

preparing and lodging general purpose financial statements. The ATO guidance also explicitly acknowledges that where

Australian Accounting Standards are being applied, it is acceptable to prepare ‘Tier 2’ financial reports if the

requirements for preparing those reports are met (see section 5.3.1).

Depending upon the nature of the entity, the following general purpose financial statements may be able to be lodged:

General purpose financial statements of the affected taxpayer11, consolidated for accounting purposes as a

single group (i.e. consolidated in accordance with relevant accounting standards including all subsidiaries of the

entity required to be consolidated under AASB 10 Consolidated Financial Statements, including any relevant offshore

subsidiaries and branches)

General purpose financial statements of the affected taxpayer, prepared for the entity alone (the

guidance refers to these as ‘stand-alone GPFS’), subject to any relevant accounting standard requirements

General purpose financial statements of a parent of the affected taxpayer, which includes the financial

position and financial performance of the affected taxpayer, i.e. consolidates the affected taxpayer.

The critical point is that if the affected taxpayer is subject to Part 2M.3 of the Corporations Act, any general purpose

financial statements prepared (no matter for which entity they are being prepared) must be prepared in accordance

with Australian Accounting Standards (subject to the transitional administrative approach for the first period of

compliance). Other affected taxpayers have some choice in which accounting principles are applied (and there are

transitional provisions in the first year of compliance).

To assist entities in determining which options are available, the ATO’s guidance includes a number of worked examples

providing further guidance on how the guidance is applied in practice.

The table below summarises these examples:

Example Summary of options noted by the ATO

Example 1 – A non-reporting entity

preparing and lodging special purpose

financial statements with ASIC

A GPFS for the entity prepared in accordance with Australian Accounting

Standards

Example 2 – An ultimate Australian

parent within a larger global group

which is not exempt from consolidation

under AASB 10

Consolidated GPFS for the affected taxpayer

GPFS of a foreign parent prepared in accordance with Australian

Accounting Standards (subject to the transitional provisions for the first

compliance period)

Affected taxpayer subsidiaries of the ultimate Australian parent can

lodge consolidated GPFS of that Australian parent or of an ultimate

foreign parent

Example 3 – An Australian parent that

avails itself of the exemptions from

consolidation under AASB 10

Stand-alone GPFS of the Australian parent

Example 4 – Wholly-owned companies

relieved from lodging a financial report

under ASIC Corporations (Wholly-owned

Companies) Instrument 2016/785

For Australian entities, consolidated GPFS of Australian parent (in

accordance with Australian Accounting Standards)

For foreign holding companies, consolidated GPFS of a foreign parent (in

accordance with commercially accepted accounting principles)

11 However, note that the ATO views the relevant entity in respect of a foreign entity operating a permanent establishment in Australia

is the foreign entity. This means that GPFS cannot be prepared for the permanent establishment itself.


41

Example Summary of options noted by the ATO

Example 5 – Entering an accounting

and tax consolidated group (and being a

taxpayer for part of the income year)

Stand-alone or consolidated GPFS of the ultimate Australian holding

company (captured subsidiaries would need to prepare GPFS where

stand-alone GPFS are prepared)

GPFS of a foreign parent prepared in accordance with Australian

Accounting Standards (subject to the transitional provisions for the first

compliance period)

Members of the tax-consolidated group for the whole year are not

required to comply with section 3CA

Taxpayer members of the tax consolidated group can provide their own

GPFS, or the consolidated GPFS of the Australian parent or the foreign

parent prepared in accordance with Australian Accounting Standards

(subject to the transitional provisions for the first compliance period)

Example 6 – Exiting an accounting and

tax-consolidated group (so a stand-

alone entity at the end of the income

year, and not meeting the ‘significant

global entity’ criteria at that time)

No requirement of the leaving entity to lodge GPFS as it is not a

significant global entity at the end of the period (not relevant that it was

a member of a tax-consolidated group that is a significant global entity

for part of, but not at the end of, the income year)

The remaining taxpayer members of the tax-consolidated group which

the entity previously belonged to can lodge GPFS on a stand-alone or

consolidated basis, or in respect of a foreign parent if prepared in

accordance with Australian Accounting Standards (subject to the

transitional provisions for the first compliance period)

We have prepared a special edition of our Clarity publication which explores the issues

surrounding the GPFS requirements for significant global entities. The publication is available at

www.deloitte.com/au/accountingtechnical.

The Tax Laws Amendment (Combating Multinational Tax Avoidance) Act 2015 which introduced the

section 3CA requirement for GPFS is available at www.legislation.gov.au.

A full compiled version of the Tax Administration Act is also available at www.legislation.gov.au.

The ATO’s guidance on applying the GPFS requirements is available at www.ato.gov.au.

The ATO’s transitional approach for significant global entities required to lodge general purpose

financial statements is also available at www.ato.gov.au

https://www2.deloitte.com/content/dam/Deloitte/au/Documents/audit/deloitte-au-audit-clarity-general-purpose-financial-statements-031117.pdf

https://www.legislation.gov.au/Latest/C2015A00170

https://www.legislation.gov.au/Latest/C2015A00170

https://www.ato.gov.au/Business/Public-business-and-international/Significant-global-entities/General-purpose-financial-statements/

https://www.ato.gov.au/Business/Public-business-and-international/Significant-global-entities/Transitional-administration-approach-for-GPFS/



Australian financial reporting guide | The Australian differential reporting framework

42

5 The Australian differential

reporting framework

Once an entity has determined whether or not it is required to prepare an

annual report under the Corporations Act (or any other regulatory

requirements) it can then determine which financial reporting

requirements to apply under the Accounting Standards.



5.1 Overview An overview of determining which financial

reporting requirements apply.

All entities

5.2 The reporting entity

concept

A discussion on the reporting entity concept

and how to identify reporting entities.

All entities

5.3 General purpose

financial statements

An overview of GPFS and the two Tier

reporting requirements

Entities that prepare GPFS

5.3.3 Reduced

disclosure requirements

An overview of the disclosure requirements

of general purpose Tier 2 (RDR) financial

reports.

Entities that prepare general purpose Tier 2

(RDR) financial reports.

5.4 Transitioning

between reporting

frameworks

The transition requirements when moving

between Tiers and from SPFS to GPFS.

Entities moving to a different Tier of

reporting or from SPFS to GPFS.

5.5 Special purpose


The reporting requirements of SPFS. Entities preparing SPFS.

5.1 Overview

In determining which financial reporting requirements to apply an entity will need to consider the reporting entity

concept as defined in SAC 1 Definition of the Reporting Entity (SAC 1) and in addition for-profit entities in the private

sector will have to consider whether or not they have public accountability as defined in AASB 1053 Application of Tiers

of Australian Accounting Standards.

Set out on the next page is a decision chart for determining which financial reporting requirements apply, which is

supplemented by the discussions is the sections that follow. This decision chart does not apply to entities required to

prepare GPFS under s.3CA of the Tax Administration Act unless they are required to prepare GPFS for another reason.

The new requirements arising under the Tax Administration Act for the lodgment of GPFS by significant global entities

which applies to income years beginning on or after 1 July 2016 is discussed in section 4.7 and section 8.3.3.


43

Key

(1) The reporting entity concept is discussed in section 5.2 below.

Entities required to prepare a GPFS under s.3CA of the Tax Administration Act should answer ‘No’ to this question

unless they are required to prepare GPFS for another reason. The requirements arising under the Tax Administration

Act for the lodgment of GPFS by significant global entities which applies to income years beginning on or after 1 July

2016 is discussed in section 4.7 and section 8.3.3.

(2) For example, if the entity is considering listing its securities in an initial public offering (IPO), reverse takeover or similar

transaction. Where an entity is already in the process of issuing debt or equity securities in a public market, it meets the

definition of public accountability and will mandatorily fall into Tier 1 reporting. See section 5.3.1 below for a discussion

on the tier reporting requirements.

(3) Public accountability concept is discussed in section 5.3.2.

(4) Only for-profit private sector entities are able to make an unreserved statement of compliance with IFRS under

AASB 101 Presentation of Financial Statements and only where the Tier 1 recognition, measurement, presentation and

disclosure requirements have been fully applied.

(5) See section 5.5 below for a discussion on special purpose financial statements.

Is the entity a reporting entity

or required to prepare general

purpose financial reports(1)?

Is the entity likely to become a

reporting entity in the future(2)?

Does the entity wish to

prepare a general purpose

financial report?

It is recommended the entity

prepare a general purpose

financial report

Prepare a special purpose

financial report (5)

Prepare a general purpose

financial report applying all

recognition and measurement

requirements

Does the entity have public

accountability or is it required

to apply Tier 1 under its

reporting mandate(3)?

Does the entity wish to be able

to state compliance with

International Financial

Reporting Standards(4)?

Does the entity wish to take

advantage of the reduced

disclosure requirements

available in Tier 2?

Apply Tier 2 reporting

requirements (reduced

disclosure requirements)

Apply Tier 1 reporting

requirements (full compliance

with IFRS)

No

Yes

No Yes

No Yes

No No

No Yes

Yes


44

5.2 The reporting entity concept

5.2.1 Definition of reporting entity

A ‘reporting entity’ is defined in AASB 101 as “an entity in respect of which it is reasonable to expect the existence of users

dependent on general purpose financial reports for information which will be useful to them for making and evaluating

decisions about the allocation of scarce resources. A reporting entity can be a single entity or a group comprising a parent and

all of its subsidiaries”.

The reporting entity concept was adopted by the Australian accounting profession in 1992 in an attempt to reduce the

reporting requirements imposed on certain entities by the application of Accounting Standards. Under this concept,

‘reporting entities’ are required to prepare a financial report in compliance with all Accounting Standards and

Interpretations, referred to as GPFSs.

‘Non-reporting entities’, have the option to prepare SPFSs in compliance with those Accounting Standards and

Interpretations considered necessary to enable the financial reports to meet the special purpose needs of the users

(see section 5.5 below).

5.2.2 Identification of reporting entities

Below is a diagram illustrating the factors to consider in determining whether or not an entity is a reporting entity. This

is discussed in further detail below.

Figure 1

In many instances it will be apparent whether or not there are users who are dependent on the general purpose

financial reports of an entity for making and evaluating resource allocation decisions. However, for entities where it is

not apparent whether such dependent users exists, the primary factors set out in paragraphs 20 to 22 of SAC 1 should

be considered to determine whether or not an entity is a reporting entity. These three factors are listed in Figure 1

above. (SAC 1.19).

Are there users dependent on financial reports for making

and evaluation decision about resources?

Yes No Not readily

apparent

Financial characteristics

(e.g. size or indebtedness of

entity)

Larger size (e.g. value of assets,

number of employees or

customers)

Greater the indebtedness or

resources allocated

Economic or political

importance

Greater the economic or

political influence of an entity to

make an impact on the welfare

of external parties (e.g. public

sectors which have regulatory

powers)

Separation of management

and ownership

Greater spread of

ownership/membership

Greater separation between

management and

owners/members

More likely there are users dependent on financial reports for making and evaluating decisions about

resources


45

5.2.3 Likely developments

In May 2018, the AASB issued Consultation Paper ITC 39 Applying the IASB’s Revised Conceptual Framework and Solving the

Reporting Entity and Special Purpose Financial Statements Problems.

The Consultation Paper proposes to remove the current definition of a ‘reporting entity’ in order to eliminate

inconsistencies with the IASB’s Conceptual Framework for the Preparation of Financial Statements (Conceptual Framework)

which was issued in March 2018. Whereas the current definition of ‘reporting entity’ (as outlined above) is used to

determine how an entity reports, the guidance in the IASB’s Conceptual Framework determines the boundary of the

economic entity. This would then remove the ability of entities that are required to prepare financial statements in

accordance with Accounting Standards from preparing SPFS12.

The AASB’s proposals would be implemented in two phases:

Phase 1: Short-term approach – apply the new Conceptual Framework to publicly accountable for-profit entities and

other entities voluntarily reporting compliance with IFRS, to enable these entities to maintain IFRS compliance. In

addition, the definition of ‘public accountability’ in AASB 1053 Application of Tiers of Australian Accounting Standards

would be aligned with the equivalent definition in the IASB’s IFRS for Small and Medium-sized Entities

Phase 2: Medium-term approach – apply the new Conceptual Framework to all entities, remove SPFS and provide a

new ‘Tier 2’ for general purpose financial statements (GPFS). The new ‘Tier 2’ would either be the existing Reduced

Disclosure Requirements (see section 5.3.3), or a new ‘Tier 2’ called ‘Specified Disclosure Requirements’ (SDR), which

would involve the full recognition and measurement of all Accounting Standards together with specified disclosures

from some Standards, essentially the minimum disclosures currently included in SPFS (see section 5.5.3) plus

related party, revenue, impairment of assets and income tax disclosures. Both options for ‘Tier 2’ would require

consolidation and the application of equity accounting (if applicable).

The AASB requested comments on its proposals by 9 August 2018 in respect of the Phase 1 proposals, and by 9

November 2018 in respect of the Phase 2 proposals.

The AASB has subsequently decided to:

Limit the proposals to apply only to for-profit entities, and undertake a separate project in respect of not-for-profit

entities

Limit Phase 1 to for-profit private sector entities that have public accountability and are required by legislation to

comply with Accounting Standards, and to other for-profit entities that elect to apply the revised Conceptual

Framework for Financial Reporting. Further research and outreach will be undertaken in respect of other for-profit

entities not covered by Phase 1 (such as trusts that are required by their constitutional documents to comply with

Accounting Standards)

To consider the effects of the Phase 1 proposals on other types of entities through a public accountability sub-

project. This would consider entities such as internal registered managed investment schemes, unlisted entities

operating in over-the-counter markets and entities undertaking crowd-sourced funding

The full text of the Consultation Paper is available at www.aasb.gov.au.

12 Entities that are not required to prepare financial statements in accordance with Accounting Standards could still prepare SPFS and

special purpose financial reports could still be prepared for other purposes

http://www.aasb.gov.au/admin/file/content105/c9/ITC39_05_18_1525940517548.pdf


46

5.3 General purpose financial statements

GPFS are defined in AASB 101 Presentation of Financial Statements as “those intended to meet the needs of users who are

not in a position to require an entity to prepare reports tailored to their particular information needs”.

5.3.1 Tiers of general purpose financial statements

AASB 1053 Application of Tiers of Australian Accounting Standards sets out how different categories of entities preparing

general purpose financial statements apply the two Tiers of GPFS:

Tier 1: Australian Accounting Standards – incorporates IFRS issued by the IASB and includes requirements that are

specific to Australian entities. Most for-profit entities applying Tier 1 Australian Accounting Standards make an

unreserved statement of compliance with IFRS in the notes to the financial statements. Entities reporting under the

Corporations Act are also required to include reference to the statement of compliance in the directors’ declaration

Tier 2: Australian Accounting Standards – Reduced Disclosure Requirements – comprises of recognition and

measurement requirements of Tier 1 but substantially reduced disclosure requirements. In addition, all

presentation requirements are applied, with the exception of the requirement in some circumstances to present a

third statement of financial position. An entity applying Tier 2 may elect to comply with additional Tier 1

requirements. Tier 2 financial reports include a statement of compliance with ‘Australian Accounting Standards –

Reduced Disclosure Requirements’ rather than IFRS.

AASB 1053 outlines the categories of entities that are required to apply each tier. For-profit private sector entities that

have public accountability and Australian Government, State, Territory and Local governments are required to comply

with Tier 1 requirements. Other reporting entities can chose to comply with Tier 1 or Tier 2 reporting requirements.

The application of Tier 1 and Tier 2 reporting, by entity sector, is set out in the following table:

Entity sector Tier 1 Tier 2 (Reduced Disclosure

Requirements)

For-profit private sector entities Publicly accountable entities (including

specific examples)

Non-publicly accountable entities

Not-for-profit private sector entities Choice of applying Tier 1 or Tier 2 requirements

Public sector entities Australian Government, State, Territory

and Local Governments, and General

Government Sectors (GGSs) of

Australian Government, State and

Territory Governments (subject to

AASB 1049)

All other public sector entities

In some cases, the entity’s reporting mandate may require the entity to apply Tier 1. Additionally, entities that may be

expected to be required to prepare Tier 1 reports in the future, e.g. expected to list on the ASX or issue securities, may

wish to elect to apply Tier 1 requirements even though they are not explicitly required to do so.

5.3.2 Public accountability

In relation to for-profit private sector entities, the key determinant of which reporting tier is to be applied depends on

the public accountability concept. Other than a minor scope amendment to restrict its application to for-profit entities,

the AASB has taken the definition of ‘public accountability’ from the IASB’s IFRS for Small and Medium-Sized Entities (IFRS

for SMEs). ‘Public accountability’ is defined as “accountability to those existing and potential resource providers and others

external to the entity who make economic decisions but are not in a position to demand reports tailored to meet their

particular information needs”.


47

The definition deems a for-profit private sector entity to have public accountability in the following circumstances.

Definition inclusion Examples

The entity’s debt or equity instruments are traded in a

public market or it is in the process of issuing such

instruments for trading in a public market*

Entities listed (debt or equity) on the Australian Securities

Exchange (ASX), National Stock Exchange of Australia (NSX) or

Bendigo Stock Exchange (BSX) or any global stock exchange

Entities with American Depository Receipts (ADRs) on issue

Entities listed on the Alternative Investment Market (AIM) of the

London Stock Exchange

The entity holds assets in a fiduciary capacity for a

broad group of outsiders as one of its primary

businesses

Banks, credit unions, building societies, insurance companies,

securities brokers/dealers, mutual funds and investment banks

* A domestic or foreign stock exchange or an over-the-counter market, including local and regional markets

In addition to the definition, AASB 1053 specifies a number of entities that are deemed to have public accountability:

Disclosing entities, even if their debt or equity instruments are not traded in a public market or are not in the

process of being issued for trading in a public market

Co-operatives that issue debentures

Registered managed investment schemes

Superannuation plans regulated by the Australian Prudential Regulation Authority (APRA) other than Small APRA

Funds as defined by APRA Superannuation Circular No. III.E.1 Regulation of Small APRA Funds, December 2000

Authorised deposit-taking institutions (ADIs).

The AASB is proposing to amend the definition of public accountability as part of its proposals to introduce the IASB’s

Conceptual Framework (see section 5.2.3 for more information).

5.3.3 Reduced disclosure requirements

The AASB’s approach to determining the RDR has to date been largely guided by the IASB’s approach in developing the

disclosure requirements for the IFRS for SMEs.

The AASB has utilised the following principles in determining the Tier 2 disclosures13:

When Tier 2 recognition and measurement requirements are the same as those under IFRS for SMEs – disclosures

being omitted by the IASB in developing the disclosure requirements for the IFRS for SMEs are also excluded from

the RDR

When Tier 2 recognition and measurement requirements are not the same as those under IFRS for SMEs – the ‘user

need’ and ‘cost benefit’ principles applied by the IASB in developing its IFRS for SMEs are utilised in determining the

RDR.

Unlike the IASB, which has introduced IFRSs and IFRSs for SMEs, there is only one ‘suite’ of standards in Australia for

application by both Tier 1 and Tier 2 entities. AASB 1057 Application of Australian Accounting Standards specifies the

types of entities and financial statements to which the Accounting Standards apply. When necessary, each Accounting

Standard sets out disclosure requirements from which Tier 2 entities are exempt by shading the exempted

requirements and adding special ‘RDR’ paragraphs.

13 See section 5.2.3 for a discussion of the likely developments in relation to Tier 2 financial statements.


48

Whilst there are numerous exceptions, the table below broadly summarises the disclosure matters generally retained

and those omitted from the RDR.

Disclosure items generally retained Disclosure items generally omitted

Format and layout of the primary financial statements

Descriptions of accounting policies and methods

Key amounts included in the financial statements, e.g.

impairment and reversals, breakdown of revenue,

discontinuing operations, fair value adjustments,

gains and losses

Movement schedules, e.g. share-based payments,

property, plant and equipment, intangible assets,

goodwill, and investment property

Reconciliations of key transactions and balances, e.g.

business combination breakdowns, income tax

expense and deferred tax balances

Significant uncertainties and judgements

Information about the entity and its related parties

(but not necessarily details of transactions and

balances).

Detailed narrative disclosure, e.g. nature and extent of

risks arising from financial instruments under AASB 7,

standards on issue but not yet effective

Detailed information on how amounts have been

measured, e.g. share-based payments, fair values

Supplementary information about key transactions,

balances and events, e.g. financial information about

associates/joint ventures, alternate presentation of

profit or loss information, impairment, defined benefit

plan liabilities

Many additional Australian disclosures, e.g. audit fees,

franking credits, reconciliation of net operating cash

flows to profit or loss

Most disclosures required by Interpretations.

5.4 Transitioning between reporting frameworks

5.4.1 Background

From 2005, all Australian entities preparing and lodging financial statements under the Corporations Act, and many

other entities, were effectively required to follow at least the recognition and measurement requirements of IFRS. The

creation of the RDR then created the need for transitional arrangements and the determination of the application of

AASB 1 First-time Adoption of Australian Accounting Standards.

AASB 1 links its application to an entity making an unreserved statement of compliance with Accounting Standards or

International Financial Reporting Standards. IFRS 1 First-time Adoption of International Financial Reporting Standards only

mentions the entity making an unreserved statement of compliance with IFRS as IFRS do not generally have differing

requirements for particular categories of entities.

As a result, Accounting Standards require a for-profit private sector entity moving to Tier 1 reporting (i.e. based on full

IFRS with all disclosures) to apply AASB 1 on transition (or the AASB 1 option for retrospective application of Australian

Accounting Standards in accordance with AASB 108 Accounting Policies, Changes in Estimates and Errors where Tier 1 or

IFRSs have been previously applied) in order to claim compliance with IFRS, notwithstanding that the entity’s previous

reports, prepared as special purpose financial statements or Tier 2/RDR reports, were fully compliant with the

recognition and measurement requirements of IFRS. As a result, the AASB’s transitional requirements need to be

considered in light of the requirements of IFRS to ensure for-profit entities adopting the Tier 1 requirements can make

an unreserved statement of compliance with IFRS.

With the need for IFRS compliance in mind, the transitional requirements are necessarily complex.


49

5.4.2 Transition scenarios

The table below summarises the transitional provisions arising under AASB 1053 when moving between various

reporting frameworks.

Source

Reporting

framework

applied in

the most

recent

previous

financial

statements

Extent of application

of recognition and

measurement

requirements in the

most recent previous

financial statements1

Statement of

compliance in the

most recent

previous financial

statements

Applicable transition

requirement in the current

period

Transition to Tier 1 reporting requirements:

AASB 1053.18 SPFS

Recognition and

measurement

requirements of

Accounting Standards

applied or not applied

N/A Apply all the requirements of

AASB 1

AASB 1053.21 Tier 2

reporting

requirements

All recognition and

measurement

requirements of


applied

N/A Apply AASB 1, if claiming

compliance with IFRS

Do not apply AASB 1, if a

not-for-profit entity not

claiming compliance with

IFRS

Transition to Tier 2 reporting requirements:

AASB 1053.18A(a) SPFS

Recognition and

measurement

requirements of


not applied or

selectively applied

N/A Apply all requirements of

AASB 1, or

Apply Tier 2 requirements

retrospectively in

accordance with AASB 108

Transition to Tier 2 reporting requirements (continued):

AASB 1053.18A(b) SPFS

All recognition and

measurement

requirements of


applied

N/A Do not apply AASB 1 and

continue to apply the

recognition and measurement

requirements

Resumption of Tier 1 reporting requirements:

AASB 1053.19 Tier 2

reporting

requirements

or SPFS

All recognition and

measurement

requirements of


applied

/

Recognition and

measurement

requirements of


not applied or

selectively applied

Did not contain an

explicit and

unreserved statement

of compliance with

Tier 2 reporting

requirements

Apply all requirements of

AASB 1, or


retrospectively in



50

Source

Reporting

framework

applied in

the most

recent

previous

financial

statements

Extent of application

of recognition and

measurement

requirements in the

most recent previous

financial statements1

Statement of

compliance in the

most recent

previous financial

statements

Applicable transition

requirement in the current

period

Resumption of Tier 2 reporting requirements:

AASB 1053.19B(d) SPFS

Did not apply all

recognition and

measurement

requirements of


Did not contain an

explicit and


of compliance with

Tier 2 reporting

requirements

Apply all requirements of

AASB 1, or


retrospectively in


AASB 1053.19B(e) Tier 1 or SPFS

Applying all recognition

and measurement

requirements of


Did not contain an

explicit and


of compliance with

Tier 2 reporting

requirements

Shall not apply AASB 1 or the

AASB 1 option for retrospective

application in accordance with

AASB 108

Key

1 Most recent previous reporting period refers to the period immediately before an entity transitioned to the relevant Tiers of

reporting requirement in the current year

2 An entity that is to claim IFRS compliance on resuming Tier 1 reporting requirements under paragraph 19, cannot use

the AASB 1 option for retrospective application of Accounting Standards in accordance with AASB 108 if it was not

previously IFRS compliant

3 The entity shall disclose the reason it stopped applying Tier 2 reporting requirements and the reason it is resuming

the application of Tier 2 reporting requirements.


51

5.5 Special purpose financial statements

5.5.1 Overview

SPFS are financial statements which are other than GPFS. SPFS can be prepared under the Corporations Act in

instances where an entity is required to prepare financial statements under the Corporations Act. Alternatively, SPFS

may be prepared for non-Corporations Act purposes. SPFS may also be prepared for purposes other than reporting

financial performance and financial position (e.g. a banking covenant compliance report) and may or may not comply,

or partially comply, with recognition and measurement, presentation and disclosure requirements of Australian

Accounting Standards. SPFS are required to be identified as such and state which Accounting Standard requirements

have not been applied.

Paragraph 6.1 of Miscellaneous Professional Statement APES 205 Conformity with Accounting Standards, indicates that

members of the Australian accounting bodies who are involved in, or are responsible for, the preparation, presentation,

audit, review or compilation of an entity’s SPFS (except where the SPFS will be used solely for internal purposes) are to

take all reasonable steps to ensure that the SPFS and any associated audit report, review report or compilation report

clearly identifies:

(a) That the financial statements are SPFS

(b) The purpose for which the SPFS have been prepared

(c) The significant accounting policies adopted in the preparation and presentation of the SPFS.

As part of its proposals to introduce the IASB’s Conceptual Framework in Australia, the AASB is proposing to remove the

ability of entities to prepare SPFS where financial statements are required to be prepared in accordance with

Accounting Standards (see section 5.2.3 for more information).

5.5.2 Requirements for SPFS prepared under the Corporations Act

SPFSs prepared for lodgement under the Corporations Act for a financial year must include:

(a) Financial statements as required by the accounting standards for the period. These comprise a statement of

financial position, statement(s) of comprehensive income, statement of changes in equity and statement of cash

flows

(b) Notes to the financial statements, as required by the Corporations Regulations 2001 and Accounting Standards

(c) A directors’ declaration.

5.5.3 Minimum compliance requirements

The following Accounting Standards and Interpretations apply to all entities required to prepare a financial report in

accordance with Part 2M.3 of the Corporations Act, irrespective of whether they are reporting entities or not:

AASB 101 Presentation of Financial Statements

AASB 107 Statement of Cash Flows

AASB 108 Accounting Policies, Changes in Accounting Estimates and Errors

AASB 1048 Interpretation of Standards

AASB 1053 Application of Tiers of Australian Accounting Standards

AASB 1054 Australian Additional Disclosures

AASB 1057 Application of Australian Accounting Standards.

5.5.4 What impact do the minimum compliance requirements have on disclosures?

The minimum compliance requirements mean that disclosures that are required in the above noted accounting

standards have to be included in the financial statements.

For any other Accounting Standards, only the recognition and measurement requirements apply, but the disclosure

requirements are not mandatory. Many non-reporting entities include disclosures that are not otherwise required

because the information is considered useful or is necessary to provide a true and fair view (see section 6.5.1).

For example, this means that a company with property, plant and equipment must recognise and measure it in

accordance with AASB 116 Property, Plant and Equipment, but are not required to include a reconciliation of the

movements in property, plant and equipment during the year in the notes in the financial statements. However, an

accounting policy for property, plant and equipment must be disclosed (if material) because AASB 108 requires the

disclosure of that policy.


52

5.5.5 Recognition and measurement requirements

In ASIC Regulatory Guide 85 Reporting requirements for non-reporting entities (July 2005), ASIC notes that the Accounting

Standards provide a framework for determining a consistent definition of ‘financial position’ and ‘profit or loss’. Without

such a framework the figures in financial statements would lose their meaning. Financial statements prepared under

the Corporations Act must be prepared within the framework of Accounting Standards to ensure that the following

requirements of the Corporations Act are met:

The financial statements give a true and fair view (s.297)

The financial statements do not contain false or misleading information (s.1308).

Therefore, the recognition and measurement requirements of all Accounting Standards and Interpretations must be

applied in order to determine profit or loss and financial position.

The recognition and measurement requirements of Accounting Standards and Interpretations include requirements

relating to depreciation of non-current assets, impairment of goodwill, accounting for income tax, lease accounting,

measurement of inventories, recognition and measurement of liabilities for employee benefits, recognition and

measurement of financial instruments, and recognition and measurement of provisions.

In addition, those Accounting Standards and Interpretations which deal with the classification of items must be applied,

for example the provisions of AASB 132 Financial Instruments: Presentation concerning the classification of financial

instruments as debt or equity.

In relation to the requirement to prepare consolidated financial statements, ASIC RG 85 notes the “sole determining

factor as to whether consolidated financial statements are required is whether the group is a reporting entity”.

The full text of the ASIC RG 85 is available at www.asic.gov.au.

ASIC has also issued ASIC Corporations (Non-Reporting Entities) Instrument 2015/841 (dated 18 September 2015) to

ensure that non-reporting entities will be able to take advantage of concessions or other modifications of the

recognition and measurement requirements of Accounting Standards that are available for reporting entities, such as

concessions available under AASB 1 First-time Adoption of Australian Accounting Standards and transitional provisions or

other concessions available under a non-mandatory Accounting Standard. This relief is available provided the non-

reporting entity takes all reasonable steps to ensure that the relevant report complies with all recognition and

measurement requirements as if it were a reporting entity.

http://www.asic.gov.au/

Australian financial reporting guide | Preparation of annual financial reports

53

6 Preparation of annual financial

reports

Entities preparing annual financial reports under the Corporations Act will

need to consider the requirements of the Corporations Act, Accounting

Standards and the ASX.



6.1 Basic requirements

for annual financial

reports under the

Corporations Act

The Corporations Act requirements for the contents of an annual

report, including the financial report, directors’ report (including

the remuneration report for listed entities), the auditor’s

independence declaration and the audit report.

Entities reporting under


6.2 Financial years The Corporations Act requirements for an entity’s financial year

and when a financial year can be changed to be different than 12

months in length



6.3 Primary financial

statements

The presentation requirements of the primary financial

statements i.e.:

The statement of financial position

The statement(s) of profit or loss and other comprehensive

income

The statement of changes in equity

The statement of cash flows



and/or preparing reports

in accordance with


6.4 Australian specific

accounting standard

requirements

Additional disclosures which are specific to entities reporting

under the Accounting Standards such as tax consolidation

accounting, accounting for goods and services tax and specific

disclosures required by AASB 1054 Australian Additional

Disclosures.



and/or preparing reports

in accordance with


6.5 Other Australian

specific considerations

Considerations specific to entities reporting in Australia such as:

Disclosure of additional information to give a true and fair

view

Rounding off of amounts under ASIC-CI 2016/191

Disclosure of parent entity information

Reporting for entities that have entered into a deed of cross

guarantee



6.6 ASX Listing Rule

requirements

An overview of the requirements of the ASX Listing Rules

applicable to entities with securities listed on the ASX.

Entities listed on the ASX

6.7 Reporting

deadlines

Reporting deadlines for entities reporting under the Corporations

Act and entities listed on the ASX


the Corporations Act or

listed on the ASX


54

6.1 Basic requirements for annual financial reports under the Corporations Act

6.1.1 Financial report

In terms of Part 2M.3 of the Corporations Act the financial report for a financial year consists of:

The financial statements for the year

The notes to the financial statements

The directors’ declaration about the statements and notes14 (s.295(1)).

The financial statements for the year are the financial statements in relation to the company, registered scheme or

disclosing entity required by the accounting standards (i.e. the Accounting Standards) unless the accounting standards

require the company, registered scheme or disclosing entity to prepare consolidated financial statements (s.295(2)).

Chapter 2M.3 of the Corporations Act is available at www.legislation.gov.au

An illustrative example of a directors’ declaration is available on page 184

6.1.2 Directors’ report

A company, registered scheme or disclosing entity that is required to prepare an annual report must prepare a

directors’ report for each financial year (s.298(1)).

Selective relief for wholly-owned subsidiaries

Wholly-owned subsidiaries of companies incorporated in Australia that are public companies need not include the

following information required by s.300(10) in the directors’ report:

Each director’s qualifications, experience and special responsibilities

The number of meetings of the board of directors held during the year and each director’s attendance at those

meetings

The number of meetings of each board committee held during the year and each director’s attendance at those

meetings

The qualifications and experience of each person who is a company secretary of the company as at the end of the

year.

For the purposes of applying these requirements, ‘wholly owned subsidiary’ is defined in s.9 to mean a body corporate

none of whose members is a person other than:

The first‑mentioned body, or

A nominee of the first‑mentioned body, or

A subsidiary of the first‑mentioned body, being a subsidiary none of whose members is a person other than:

‒ The first‑mentioned body, or

‒ A nominee of the first‑mentioned body, or

‒ A nominee of such a subsidiary.

Remuneration report

Section 300A of the Corporations Act requires certain information to be disclosed about the remuneration of key

management personnel for all listed disclosing entities that are companies. The information is required to be included

in the directors’ report under the heading ‘Remuneration report’.

An illustrative example of a directors’ report (which includes the remuneration report) is

available on page 152

14 s.295(4) and (5) sets out the requirements for the directors’ declaration

https://www.legislation.gov.au/Details/C2016C00922/Html/Volume_2#_Toc463430909






55

6.1.3 Auditor’s independence declaration

An auditor who conducts an audit or review of the financial report for a financial year (or half year) must give the

directors of the company, registered scheme or disclosing entity a written declaration stating his/her compliance with

the independence requirements (s.307C).

The financial report must include a copy of the auditor’s independence declaration (s.298(1AA)). However, this does not

apply to:

Companies eligible for the corporate governance concessions available to certain crowd-sourced funded public

companies where an auditor has not been appointed or an audit has not been conducted (see section 0)

(s.298(1AC))

Companies limited by guarantee, which must instead include a copy of the auditor’s declaration under section 307C

in relation to the audit or review for the financial year (s.298(1AB)).

6.1.4 Audit report

The auditor who audits the financial report for a financial year must give a report to the members of the entity a written

opinion on the entity’s financial statements.


56

6.2 Financial years

6.2.1 Basic requirements for financial years under the Corporations Act

The requirements for financial years under the Corporations Act for the purposes of financial reporting are contained in

s.323D of the Act. In addition, requirements for the financial years of notified foreign passport funds (see section 3.4.3)

are contained in s.323DAA of the Act (see section 6.2.9).

In general, the financial year of an entity is a period of 12 months, starting at the end of the previous financial year. The

directors may vary the length of the financial year, but not by more than 7 days (s.323D(2)). This permits entities to align

their year ends with a particular day of the week, e.g. some retail entities report on a ’52 week’ basis rather than a 12

month basis.

6.2.2 Initial financial year of a newly incorporated entity

An entity’s first financial year starts on the day on which it is registered or incorporated and lasts for a period

determined by the directors. However, the first financial year cannot be longer than 18 months (s.323D(1)).

This flexibility permits directors of newly incorporated entities to choose a convenient end to its first financial year. For

example, the directors of an entity that is incorporated during March 20X1 could choose a financial year ending on 30

June 20X1 (3-4 months in length) or 30 June 20X2 (as this would not be longer than 18 months).

6.2.3 Synchronisation with an Australian parent

If an entity is controlled by an Australian company, registered scheme or disclosing entity that has to prepare

consolidated financial statements, that entity is required to do whatever is necessary to ensure the financial years of all

its consolidated entities are synchronised with its own financial year (s.323D(3)). To facilitate synchronisation, the

financial year of the controlled entity can be lengthened or shortened, but cannot exceed 18 months (s.323D(4)).

The synchronisation must be achieved within 12 months after the situation that calls for consolidation arises. For

instance, if an entity acquires another entity in a business combination, it will have 12 months in which to change the

financial years of the acquired entities if the financial year of the acquired entity does not coincide with its own.

6.2.4 Synchronisation with a foreign parent

The ability of an entity to synchronise financial years with a parent under s.323(3) only applies to Australian parents, due

to the wording of the section referring to companies, registered schemes and disclosing entities.

Some foreign parents may be subject to equivalent requirements under foreign law to synchronise financial years of

subsidiaries (including foreign subsidiaries). In this case, ASIC Corporations (Synchronisation of Financial Years) Instrument

2016/189 (ASIC-CI 2016/189) permits Australian subsidiaries of such entities to effectively synchronise their financial

years with the foreign parent. The new financial year of the entity cannot be longer than 18 months. The relief available

under ASIC-CI 2016/189 is subject to a number of conditions and the notes to the financial statements of the Australian

subsidiary must include a brief statement as to the relief provided by the instrument.

It is important to note that the relief available under ASIC-CI 2016/189 is not automatic, but is only available where the

foreign parent is required by foreign law to synchronise financial years of its subsidiaries. Therefore, this relief is not

available where the directors of the foreign or Australian parent simply wish to synchronise financial years for

convenience. In these cases, the directors of the Australian entities may be able to achieve synchronisation through

other mechanisms available under s.323D (see section 6.2.5) or by application to ASIC, although this may require a

financial year less than 12 months in some circumstances.

6.2.5 Ability to change financial years every five years

Directors of an entity have ability to change financial years where the change is made in good faith in the best interests

of the company, registered scheme or disclosing entity. A change in financial year in these circumstances can only

result in a financial year that is less than 12 months in length (s.323D(2A)).

However, such a change can only be made if during the previous 5 financial years there has not been a financial year of

the entity that was less than 12 months as a result of relying on s.323D(2A). Therefore, where an entity has

synchronised its financial year with an Australian parent, or varied its financial year by not more than 7 days, this will not

of itself affect the entity’s ability to change its financial year.


57

6.2.6 Summary of requirements for financial years

The table below summarises the options available for determining financial years of entities other than notified foreign

passport funds:

Circumstance When available Length

Initial financial year of

an entity

When an entity is incorporated or registered Maximum of 18 months

Subsequent financial

year

Every financial year after the initial financial year of the entity 12 months ± 7 days

Synchronisation with

an Australian parent

Within 12 months of a requirement to prepare consolidated

financial statements arises (e.g. on acquiring an entity with a

different financial year to the acquirer)

Maximum of 18 months

Synchronisation with a

foreign parent

Where the foreign law applicable to the parent requires the foreign

entity to synchronise financial years of its subsidiaries

Maximum of 18 months

Change in financial

year once every 5

years

Where the entity has not changed its financial year in the previous

5 years where a change is made in good faith in the best interests

of the entity

Less than 12 months

6.2.7 Application to ASIC

An entity that is not otherwise permitted to change its year end under s.323D or ASIC-CI 2016/189 may be able to apply

to ASIC for entity specific relief. In these cases, entities should refer to the guidance in ASIC Regulatory Guide 43

Financial reports and audit relief (available on www.asic.gov.au), and more generally, ASIC Regulators Guide 51

Applications for relief (also available on www.asic.gov.au).

6.2.8 Disclosure considerations

AASB 101 Presentation of Financial Statements contains explicit requirements where an entity’s changes the end of its

reporting period. Where an entity presents financial statements for a period longer or shorter than one year,

paragraph 36 requires the entity to disclose:

The reasons for using a longer or shorter period

The fact that amounts presented in the financial statements are not entirely comparable.

This disclosure may impact the headings of the primary financial statements, column headings and narrative

information. Preparers should ensure it is clear to the users of the financial statements for which periods the

information is being given.


Under s.323DAA of the Corporations Act, the financial year for a notified foreign passport fund is:

A period of 12 months in relation to which the operator of the fund must, under the passport rules for the home

economy of the fund, prepare a report in accordance with the financial reporting requirements applying to the

fund under those rules, or

Where the law of the home economy of the fund allows an exception for the report to be prepared for a shorter or

longer period, that period.

The definition of a financial year is relevant in relation to the report lodgement requirements applying to the notified

foreign passport fund under the Corporations Act (see section 4.4.5).

http://download.asic.gov.au/media/1238138/rg43-published-27-5-2011.pdf

http://www.asic.gov.au/media/1238972/rg51.pdf


58

6.3 Primary financial statements

6.3.1 Format and presentation of the financial statements

AASB 101 Presentation of Financial Statements and AASB 108 Accounting Policies, Changes in Estimates and Errors sets out

the general requirements for the primary financial statements. Some of the key requirements are summarised in the

table below:

Source Requirement

General disclosures

Minimum general requirements relating to the format of the financial statements are included in

AASB 101 Presentation of Financial Statements and AASB 108 Accounting Policies, Changes in

Accounting Estimates and Errors and have been implicitly applied in the model financial

statements. These include:

AASB 101.49 An entity shall clearly identify the financial statements and distinguish them from other

information in the same published document

AASB 101.36 An entity shall present a complete set of financial statements (including comparative

information) at least annually

AASB 101.36 When an entity changes the end of its reporting period and presents financial statements for

a period longer or shorter than one year, an entity shall disclose, in addition to the period

covered by the financial statements:

‒ The reason for using a longer or shorter period

‒ The fact that amounts presented in the financial statements are not entirely comparable

AASB 101.51 An entity shall clearly identify each financial statement and the notes

AASB 101.51 An entity shall display the following information prominently, and repeat it when necessary

for the information presented to be understandable:

AASB 101.51(a) ‒ The name of the reporting entity or other means of identification, and any change in that

information from the end of the preceding reporting period (for example, to give a

proper understanding, the change of name may be disclosed on the cover of the annual

report and repeated in the directors’ report, the directors’ declaration, auditor’s

independence declaration, independent auditor’s report and on the face of the financial

statements)

AASB 101.51(b) ‒ Whether the financial statements are of the individual entity or a group of entities

AASB 101.51(c) ‒ The date of the end of the reporting period or the period covered by the set of financial

statements or notes

AASB 101.51(d) ‒ The presentation currency, as defined in AASB 121 The Effects of Changes in Foreign

Exchange Rates

AASB 101.51(e) ‒ The level of rounding used in presenting amounts in the financial statements

AASB 101.45 An entity shall retain the presentation and classification of items in the financial statements

from one period to the next unless:

AASB 101.45(a) ‒ It is apparent, following a significant change in the nature of the entity’s operations or a

review of its financial statements, that another presentation or classification would be

more appropriate having regard to the criteria for the selection and application of

accounting policies in AASB 108, or

AASB 101.45(b) ‒ An Accounting Standard requires a change in presentation.


59

Source Requirement

Subtotals

AASB 101.55A When an entity presents subtotals, those subtotals should:

Be comprised of line items made up of amounts recognised and measured in accordance

with Accounting Standards

Be presented and labelled in a manner that makes the line items that constitute the subtotal

clear and understandable

Be consistent from period to period

Not be displayed with more prominence than the subtotals and totals required in

Accounting Standards.

Specific disclosures

Where the following is not disclosed elsewhere in information published with the financial

statements, the information shall be disclosed in the financial statements:

AASB 101.138(a) The domicile and legal form of the entity, its country of incorporation and the address of its

registered office (or principal place of business, if different from the registered office)

For a listed entity, this information would normally be disclosed in additional securities

exchange information. However, non-listed entities will need to ensure that this information

is specifically included in the financial statements. These disclosure requirements are

illustrated in note 1 to the model financial statements.

AASB 101.138(b) A description of the nature of the entity’s operations and its principal activities

Complying with the Corporations Act directors’ report requirements, in relation to principal

activities, will ensure compliance with these requirements. This disclosure requirement is

illustrated in the directors’ report on page 152.

AASB 101.138(c) The name of the parent and the ultimate parent of the group

AASB 101.138(d) If it is a limited life entity, information regarding the length of its life.

Complete set of financial statements

AASB 101.10(a)-(ea) A complete set of financial statements comprises:

A statement of financial position as at the end of the period

A statement of profit or loss and other comprehensive income for the period

A statement of changes in equity for the period

A statement of cash flows for the period

Notes, comprising significant accounting policies and other explanatory information

Comparative information in respect of the preceding period as specified in paragraphs 38

and 38A of AASB 101 (see Comparative information on page 61)

AASB 101.10(f) A statement of financial position as at the beginning of the preceding period when an entity

applies an accounting police retrospectively or makes a retrospective restatement of items in

its financial statements, or when it reclassifies items in its financial statements in accordance

with paragraphs 40A-40D of AASB 101


60

Source Requirement

Notes to the financial statements

AASB 101.112 The notes shall:

Present information about the basis of preparation of the financial statements and the

specific accounting policies used

Disclose the information required by Accounting Standards that is not presented elsewhere

in the financial statements

Provide information that is not presented elsewhere in the financial statements, but is

relevant to an understanding of any of them.

AASB 101.113 An entity shall, as far as practicable, present notes in a systematic manner. In determining a

systematic manner, the entity shall consider the effect on the understandability and

comparability of its financial statements. An entity shall cross-reference each item in the

statements of financial position and in the statement(s) of profit or loss and other comprehensive

income, and in the statements of changes in equity and of cash flows to any related information

in the notes.

AASB 101.114 Examples of systematic ordering or grouping of the notes include:

Giving prominence to the areas of its activities that the entity considers to be most relevant

to an understanding of its financial performance and financial position, such as grouping

together information about particular operating activities

Grouping together information about items measured similarly such as assets measured at

fair value, or

Following the order of the line items in the statement(s) of profit or loss and other

comprehensive income and the statement of financial position, such as:

‒ Statement of compliance with IFRS (see paragraph 16)

‒ Significant accounting policies applied (see paragraph 117)

‒ Supporting information for items presented in the statements of financial position and

in the statement(s) of profit or loss and other comprehensive income, and in the

statements of changes in equity and of cash flows, in the order in which each statement

and each line item is presented

‒ Other disclosures, including:

‒ Contingent liabilities (see AASB 137 Provisions, Contingent Liabilities and Contingent Assets)

and unrecognised contractual commitments

‒ Non-financial disclosures, e.g. the entity’s financial risk management objectives and

policies (see AASB 7 Financial Instruments: Disclosures).

Materiality

AASB 101.29 An entity shall present separately each material class of similar items. An entity shall present

separately items of a dissimilar nature or function unless they are immaterial.

AASB 101.31 Some Accounting Standards specify information that is required to be included in the financial

statements, which include the notes. An entity need not provide a specific disclosure required by

an Accounting Standard if the information resulting from that disclosure is not material. This is

the case even if the Accounting Standard contains a list of specific requirements or describes

them as minimum requirements. An entity shall also consider whether to provide additional

disclosures when compliance with the specific requirements in Accounting Standards are

insufficient to enable users of financial statements to understand the impact of particular

transactions, other events and conditions on the entity’s financial position and financial

performance.


61

Source Requirement

Comparative information

AASB 101.38 Except when Accounting Standards permit or require otherwise, an entity shall present

comparative information in respect of the previous period for all amounts reported in the current

period’s financial statements.

AASB 101.38A An entity shall present, as a minimum, two statements of financial position, two statements of

profit or loss and other comprehensive income, two separate statements of profit or loss (if

presented), two statements of cash flows and two statements of changes in equity, and related

notes.

AASB 101.38B An entity shall include comparative information for narrative and descriptive information when it

is relevant to an understanding of the current period’s financial statements.

AASB 101.38C An entity may present comparative information in addition to the minimum comparative financial

statements required by Accounting Standards, as long as that information is prepared in

accordance with Accounting Standards.

Reclassification of financial information

AASB 101.41 When the entity changes the presentation or classification of items in its financial statements, the

entity shall reclassify comparative amounts unless reclassification is impracticable. When the

entity reclassifies comparative amounts, the entity shall disclose:

The nature of the reclassification

The amount of each item or class of items that is reclassified

The reason for the reclassification.

AASB 101.42(a) When it is impracticable to reclassify comparative amounts, an entity shall disclose:

The reason for not reclassifying the amounts

AASB 101.42(b) The nature of the adjustments that would have been made if the amounts had been

reclassified.

Errors made in prior periods

AASB 108.42 Material prior period errors shall be retrospectively corrected in the first financial statements

authorised for issue after their discovery by:

Restating the comparative amounts for the prior period(s) presented in which the error

occurred, or

If the error occurred before the earliest prior period presented, restating the opening

balances of assets, liabilities and equity for the earliest prior period presented.

AASB 108.43 However, to the extent that it is impracticable to determine either:

AASB 108.44 The period-specific effects of an error on comparative information for one or more prior

periods presented, the entity shall restate the opening balances of assets, liabilities and

equity for the earliest period for which retrospective restatement is practicable (which may

be the current period), or

AASB 108.45 The cumulative effect, at the beginning of the current period, of an error on all prior periods,

the entity shall restate the comparative information to correct the error prospectively from

the earliest date practicable.

AASB 108.46 The correction of a prior period error is excluded from profit or loss for the period in which the

error is discovered. Any information presented about prior periods, including any historical

summaries of financial data, is restated as far back as is practicable.


62

Source Requirement

Change in accounting estimates

AASB 108.36 The effect of a change in an accounting estimate shall be recognised prospectively by including it

in profit or loss in:

The period of the change, if the change affects that period only, or

The period of the change and future periods, if the change affects both.

AASB 108.37 To the extent that a change in an accounting estimate gives rise to changes in assets and

liabilities, or relates to an item of equity, it shall be recognised by adjusting the carrying amount

of the related asset, liability or equity item in the period of the change.

True and fair override

AASB 101.15 Financial statements shall present fairly the financial position, financial performance and cash

flows of an entity. Fair presentation requires the faithful representation of the effects of

transactions, other events and conditions in accordance with the definitions and recognition

criteria for assets, liabilities, income and expenses set out in the Framework. The application of

Accounting Standards, with additional disclosure when necessary, is presumed to result in

financial statements that achieve a fair presentation.

AASB 101.19 In the extremely rare circumstances in which management concludes that compliance with a

requirement in an Accounting Standard would be so misleading that it would conflict with the

objective of financial statements set out in the Framework, the entity shall depart from that

requirement in the manner set out in AASB 101.20 if the relevant regulatory framework requires,

or otherwise does not prohibit, such a departure.

AASB 101.Aus19.1 In relation to AASB 101.19 above, the following shall not depart from a requirement in an

Accounting Standard:

Entities required to prepare financial reports under Part 2M.3 of the Corporations Act

Private and public sector not-for-profit entities

Entities applying Australian Accounting Standards – Reduced Disclosure Requirements.

AASB 101.23 In the extremely rare circumstances in which management concludes that compliance with a

requirement in an Australian Accounting Standard would be so misleading that it would conflict

with the objective of financial statements set out in the Framework, but the relevant regulatory

framework prohibits departure from the requirement, the entity shall, to the maximum extent

possible, reduce the perceived misleading aspects of compliance by disclosing:

The title of the Australian Accounting Standard in question, the nature of the requirement,

and the reason why management has concluded that complying with that requirement is so

misleading in the circumstances that it conflicts with the objective of financial statements set

out in the Framework

For each period presented, the adjustments to each item in the financial statements that

management has concluded would be necessary to achieve a fair presentation.

Consolidated entity vs. group

The provisions of the Corporations Act use the term ‘consolidated entity’, rather than ‘group’, to

refer to the parent entity and the subsidiaries included in the consolidated financial statements.

Therefore, where consolidated financial statements are prepared under the Corporations Act, the

directors’ report, directors’ declaration, auditor’s independence declaration and independent

auditor’s report shall adopt the term ‘consolidated entity’. However, as Accounting Standard use

the term ‘group’ to refer to the parent entity and its subsidiaries, it would be equally acceptable

for the financial statements and the notes thereto to adopt the term ‘group’, as has been

illustrated in the model financial statements.


63

6.3.2 Consolidated statement of profit or loss and other comprehensive income

Guidance on the presentation of the consolidated statement of profit or loss and other comprehensive income is set

out below. This guidance may be used as a supplement to the consolidated statement of profit or loss and other

comprehensive income included the Deloitte model IFRS financial statements.

Refer to the Deloitte model IFRS financial statements available at www.deloitte.com/au/models

for an illustrative disclosure of the consolidated statement of profit or loss and other

comprehensive income.

Source Requirement

AASB 101.10A One statement vs. two statements

AASB 101 permits an entity to present profit or loss and other comprehensive income in either a

single statement or in two separate but consecutive statements.

Whichever presentation approach is adopted, the distinction is retained between items

recognised in profit or loss and items recognised in other comprehensive income. Under both

approaches, profit or loss, total other comprehensive income, as well as comprehensive income

for the period (being the total of profit or loss and other comprehensive income) should be

presented. Under the two-statement approach, the separate statement of profit or loss ends at

‘profit for the year', and this ‘profit for the year' is then the starting point for the statement of

profit or loss and other comprehensive income, which is required to be presented immediately

following the statement of profit or loss. In addition, the analysis of ‘profit for the year' between

the amount attributable to the owners of the parent entity and the amount attributable to non-

controlling interests is presented as part of the separate statement of profit or loss.

Presentation of the statement

AASB 101.81A The statement of profit or loss and other comprehensive income (statement of comprehensive

income) shall present, in addition to the profit or loss and other comprehensive income sections:

Profit or loss

Total other comprehensive income

Comprehensive income for the period, being the total of profit or loss and other

comprehensive income.

If an entity presents a separate statement of profit or loss it does not present the profit or loss

section in the statement presenting comprehensive income.

AASB 101.81B An entity shall present the following items, in addition to the profit or loss and other

comprehensive income sections, as allocation of profit or loss and other comprehensive income

for the period:

Profit or loss for the period attributable to:

‒ Non-controlling interests

‒ Owners of the parent

Comprehensive income for the period attributable to:

‒ Non-controlling interests

‒ Owners of the parent.

If an entity presents profit or loss in a separate statement it shall present (a) in that statement.




64

Source Requirement

Specified line items

AASB 101.82 In addition to items required by other Australian Accounting Standards, the profit or loss section

or the statement of profit or loss shall include line items that present the following amounts for

the period:

Revenue

AASB 101.82(aa) Gains and losses arising from the derecognition of financial assets measured at amortised

cost*#

Finance costs

Impairment losses (including reversals of impairment losses or impairment gains)

determined in accordance with Section 5.5 of AASB 9 Financial Instruments*

Share of the profit or loss of associates and joint ventures accounted for using the equity

method

If a financial asset is reclassified out of the amortised cost measurement category so that it

is measured at fair value through profit or loss, any gain or loss arising from a difference

between the previous amortised cost of the financial asset and its fair value at the

reclassification date (as defined in AASB 9)*

If a financial asset is reclassified out of the fair value through other comprehensive income

measurement category so that it is measured at fair value through profit or loss, any

cumulative gain or loss previously recognised in other comprehensive income that is

reclassified to profit or loss*

Tax expense

A single amount for the total of discontinued operations (see AASB 5 Non-current Assets Held

for Sale and Discontinued Operations).

* These disclosures apply to entities only where AASB 9 Financial Instruments is being applied

# This disclosure is not required in Tier 2 (RDR) GPFS

AASB 101.82A

Other comprehensive income: items that may or may not be reclassified

Irrespective of whether the one-statement or the two-statement approach is followed, the other

comprehensive income disclosures must present line items for the amounts for the period of:

The items of other comprehensive income (excluding amounts in (b)), classified by nature

and grouped into those that, in accordance with other Accounting Standards:

‒ Will not be reclassified subsequently to profit or loss

‒ Will be reclassified subsequently to profit or loss when specific conditions are met.

The share of other comprehensive income of associates and joint ventures accounted for

using the equity method, separated into the share of items that, in accordance with other

Accounting Standards:

‒ Will not be reclassified subsequently to profit or loss

‒ Will be reclassified subsequently to profit or loss when specific conditions are met.

AASB 101.88 All items of income and expense recognised in a period are to be included in profit or loss unless

another Accounting Standard requires otherwise. Other Accounting Standards require some

gains and losses (for example, revaluation increases and decreases, particular foreign exchange

differences, gains or losses on remeasuring certain financial assets, and related amounts of

current tax and deferred tax) to be recognised outside of profit or loss.


65

Source Requirement

Presentation of expenses by nature or function

AASB 101.99, 100 An entity shall present, in the statement(s) presenting profit or loss and other comprehensive

income, or in the notes, an analysis of expenses recognised in profit or loss using a classification

based on either their nature or their function within the entity, whichever provides information

that is reliable and more relevant. Sub-classifications of expenses by nature or function have

been illustrated in the example on the face of the statement(s) presenting profit or loss and

other comprehensive income respectively as is encouraged by the Accounting Standard.

AASB 101.105 The choice between the function of expense method and the nature of expense method

depends on historical and industry factors and the nature of the entity. Both methods provide an

indication of those costs that might vary, directly or indirectly, with the level of sales or

production of the entity. Because each method of presentation has merit for different types of

entities, management is required to select the most relevant and reliable presentation.

AASB 101.29, 30, 30A Regardless of whether expenses are classified by nature or by function, each material class is

separately disclosed. Unclassified expenses that are immaterial both individually and in

aggregate may be combined and presented as a single line item. An entity shall not reduce the

understandability of its financial statements by obscuring material information with immaterial

information or by aggregating material items that have different natures or functions.

Offsetting

AASB 101.32 An entity shall not offset income and expenses, unless required or permitted by an Australian

Accounting Standard.

AASB 101.34 An entity undertakes, in the course of its ordinary activities, transactions that do not generate

revenue but are incidental to the main revenue-generating activities. An entity presents the

results of such transactions, when this presentation reflects the substance of the transaction or

other event, by netting any income with related expenses arising on the same transaction. For

example:

An entity presents gains and losses on the disposal of non-current assets, including

investments and operating assets, by deducting from the proceeds on disposal the carrying

amount of the asset and related selling expenses

An entity may net expenditure related to a provision that is recognised in accordance with

AASB 137 Provisions, Contingent Liabilities and Contingent Assets and reimbursed under a

contractual arrangement with a third party (for example, a supplier’s warranty agreement)

against the related reimbursement.

AASB101.35 An entity presents on a net basis gains and losses arising from a group of similar transactions, for

example, foreign exchange gains and losses or gains and losses arising on financial instruments

held for trading. However, an entity presents such gains and losses separately if they are

material.

Disclosure of specific revenues and expenses

AASB101.97 When items of income and expense are material, an entity shall disclose their nature and

amount separately either in the statement(s) presenting profit or loss and other comprehensive

income or in the notes.

Disclosure of additional information

AASB 101.85, 85B An entity shall present additional line items, headings and subtotals in the statement(s)

presenting profit or loss and other comprehensive income, when such presentation is relevant to

an understanding of the entity’s financial performance, and reconcile any subtotals with the

totals or subtotals required in Australian accounting Standards.


66

Source Requirement

Prohibition on extraordinary items

AASB 101.87 An entity shall not present any items of income or expense as extraordinary items, in the

statement(s) presenting profit or loss and other comprehensive income, or in the notes.

6.3.3 Presentation of the statement of financial position

Current and non-current assets, and current and non-current liabilities, are generally presented as separate

classifications in the statement of financial position. This is subject to an exception when a presentation based on

liquidity provides information that is reliable and is more relevant. When this exception applies an entity shall present all

assets and liabilities in order of liquidity. (AASB 101.60). With the exception of this guidance, the Accounting Standards

do not prescribe the order or format in which an entity presents items in its statement of financial position (AASB

101.60).

The order in which an entity presents items in its statement of financial position does not change the substance in the

statement of financial position. Furthermore, a standard approach is not adopted globally. Entities in Australia and

continental Europe for example present items in a decreasing order of liquidity while entities in North America generally

presents items in an increasing order of liquidity. Furthermore, entities in Australia present liability items before capital

and reserves where some countries present capital and reserves before liability items.

An illustrative example of the statement of financial position reflecting a common presentation

in Australia available on page 185. This illustrative example replaces the illustrative example in

the Deloitte model IFRS financial statements.

Source Requirement

Third statement of financial position

AASB 101.10(f), 40A AASB 101.40A requires an entity to present a statement of financial position as at the beginning

of the preceding period (third statement of financial position) if:

It applies an accounting policy retrospectively, makes a retrospective restatement of items in

its financial statements or reclassifies items in its financial statements

The retrospective application, retrospective restatement or the reclassification has a material

effect on the information in the third statement of financial position.

AASB 101.40C Other than disclosures of certain specified information as required by AASB 101.41-44 and

AASB 108 Accounting Policies, Changes in Accounting Estimates and Errors, the related notes to the

third statement of financial position are not required to be disclosed.

In the illustrative disclosures (see page 185), despite the fact that the application of the

amendments to Accounting Standards has not resulted in any retrospective restatement or

reclassification of items in the Group’s consolidated financial statements (see note 2 of the

Illustrative disclosures -> Notes to the financial statements included in this guide), a third

statement of financial position has been presented for illustrative purposes only.

Current/non-current vs. liquidity presentation

AASB 101.60, 61 All assets and all liabilities shall be classified and presented as either current or non-current

unless they are presented in order of their liquidity. The term ‘current’ is defined for:

AASB 101.66 Assets, as an asset that is:

‒ Expected to be realised in, or is intended for sale or consumption in, the entity’s normal

operating cycle

‒ Held primarily for the purpose of being traded

‒ Expected to be realised within 12 months after the reporting period, or

‒ Cash or a cash equivalent unless it is restricted from being exchanged or used to settle a

liability for at least 12 months after the reporting period


67

Source Requirement

AASB 101.69 Liabilities, as a liability that:

‒ Is expected to be settled in the entity’s normal operating cycle

‒ Is held primarily for the purpose of being traded

‒ Is due to be settled within 12 months after the reporting period, or

‒ The entity does not have an unconditional right to defer settlement of the liability for at

least 12 months after the reporting period. Terms of a liability that could, at the option of

the counterparty, result in its settlement by the issue of equity instruments do not affect

its classification.

AASB 101.60 A liquidity basis shall only be presented where a liquidity presentation provides information that is

reliable and more relevant than the current/non-current presentation. The liquidity basis of

presentation is not illustrated in these model financial statements.

Operating cycle

AASB 101.68 A company’s operating cycle is the time between the acquisition of assets for processing and their

realisation in cash or cash equivalents. Once an entity defines their operating cycle it affects the

classification and presentation of assets and liabilities as either current or non-current.

AASB1 01.68, 70 When an entity’s normal operating cycle is not clearly identifiable, its duration is assumed to be 12

months.

AASB 101.66, 69 However, where there is a single clearly identifiable operating cycle that extends over a period

greater than 12 months, the longer period shall be used as the basis for identifying as:

Current assets, those assets expected to be realised in, or intended for sale or consumption

in, the entity’s normal operating cycle

Current liabilities, those liabilities expected to be settled in the entity’s normal operating cycle.

AASB 101.68, 70 Current assets will include inventories and trade receivables that are sold, consumed or realised

as part of the normal operating cycle and current liabilities will include those liabilities that form

part of the working capital used in a normal operating cycle of the entity, for example trade

payables and accruals for employee benefits expense. This is the case even when they are not

expected to be realised/settled within 12 months of the reporting period.

Refinancing liabilities

AASB 101.72 Where current and non-current liabilities are presented separately, financial liabilities shall be

categorised as current when they are due to be settled within 12 months of the reporting period,

even if:

The original term was for a period longer than 12 months

An agreement to refinance, or to reschedule payments, on a long term basis is completed

after the reporting period and before the financial report is authorised for issue.

AASB 101.73 However, if an entity expects, and has the discretion, to refinance or roll over an obligation for at

least 12 months after the reporting period under an existing loan facility, it classifies the obligation

as non-current, even if it would otherwise be due within a shorter period. However, when

refinancing or rolling over the obligation is not at the discretion of the entity (for example, there is

no agreement to refinance), the potential to refinance is not considered and the obligation is

classified as current.


68

Source Requirement

Breach of loan covenants

AASB 101.74 When an entity breaches a provision of a long-term loan arrangement on or before the end of the

reporting period with the effect that the liability becomes payable on demand, it classifies the

liability as current, even if the lender has agreed, after the reporting period, and before the

authorisation of the financial statements for issue, not to demand payment as a consequence of

the breach. An entity classifies the liability as current because, at the end of the reporting period,

it does not have an unconditional right to defer its settlement for at least twelve months after that

date.

AASB 101.75 However, an entity classifies the liability as non-current if the lender agreed by the end of the

reporting period to provide a period of grace ending at least 12 months after the reporting

period, within which the entity can rectify the breach and during which the lender cannot demand

immediate repayment.

Offsetting

AASB 101.32 An entity shall not offset assets and liabilities, unless required or permitted by an Accounting

Standard, for example, AASB 132 Financial Instruments: Disclosure and Presentation.

Income taxes

AASB 112.71 An entity shall offset current tax assets and current tax liabilities if, and only if, the entity:

Has a legally enforceable right to set-off the recognised amounts

Intends either to settle on a net basis, or to realise the asset and settle the liability

simultaneously.

AASB 112.74 An entity shall offset deferred tax assets and deferred tax liabilities if, and only if:

The entity has a legally enforceable right to set-off current tax assets against current tax

liabilities, and

The deferred tax assets and the deferred tax liabilities relate to income taxes levied by the

same taxation authority on either:

The same taxable entity, or

Different taxable entities which intend either to settle current tax liabilities and assets on a

net basis, or to realise the assets and settle the liabilities simultaneously, in each future

period in which significant amounts of deferred tax liabilities or assets are expected to be

settled or recovered.

Presentation of a non-current asset or disposal group classified as held for sale

AASB 5.40 An entity shall not reclassify or re-present amounts presented for non-current assets or for the

assets and liabilities of disposal groups classified as held for sale in the statements of financial

position for prior periods to reflect the classification in the statements of financial position for the

latest period presented.


69

6.3.4 Consolidated statement of changes in equity

Guidance on the presentation of the consolidated statement of changes in equity is set out below. This guidance may

be used as a supplement to the consolidated statement of changes in equity included the Deloitte model IFRS financial

statements.


for an illustrative disclosure of the consolidated statement of changes in equity.

Source Requirement

Requirements for a statement of changes in equity

AASB 101.106 An entity shall present a statement of changes in equity as required by paragraph 10. The

statement of changes in equity includes the following information:

Total comprehensive income for the period, showing separately the total amounts

attributable to owners of the parent and to non-controlling interests

For each component of equity, the effects of retrospective application or retrospective

restatement recognised in accordance with AASB 108 Accounting Policies, Changes in

Estimates and Errors

For each component of equity, a reconciliation between the carrying amount at the

beginning and the end of the period, separately disclosing changes resulting from:

‒ Profit or loss

‒ Other comprehensive income

‒ Transactions with owners in their capacity as owners, showing separately contributions

by and distributions to owners and changes in ownership interests in subsidiaries that

do not result in a loss of control.

AASB 101.106A For each component of equity an entity shall present, either in the statement of changes in

equity or in the notes, an analysis of other comprehensive income by item (see paragraph

106(d)(ii)).

AASB 101.107, IAS 1.BC75

RDR: See AASB 101.107

An entity shall present, either in the statement of changes in equity or in the notes, the amount

of dividends recognised as distributions to owners during the period, and the related amount of

dividends per share*. (Note that presentation of dividend disclosures in the statement(s) of profit

or loss and other comprehensive income is not permitted.)

*Note that the per share amounts are not required to be disclosed by entities preparing Tier 2 (RDR)

financial reports

AASB 101.109 Changes in an entity’s equity between the beginning and the end of the reporting period reflect

the increase or decrease in its net assets during the period. Except for changes resulting from

transactions with owners in their capacity as owners (such as equity contributions, reacquisitions

of the entity’s own equity instruments and dividends) and transaction costs directly related to

such transactions, the overall change in equity during a period represents the total amount of

income and expense, including gains and losses, generated by the entity’s activities during that

period.




70

6.3.5 Consolidated statement of cash flows

Guidance on the presentation of the consolidated statement of cash flows is set out below. This guidance may be used

as a supplement to the consolidated statement of cash flows included the Deloitte model IFRS financial statements.


for an illustrative disclosure of the consolidated statement of cash flows.

Source Requirement

Operating activities

AASB 107.14 Cash flows from operating activities are primarily derived from the principal revenue-producing

activities of the entity. Therefore, they generally result from the transactions and other events

that enter into the determination of profit or loss. Examples of cash flows from operating

activities are:

Cash receipts from the sale of goods and the rendering of services

Cash receipts from royalties, fees, commissions and other revenue

Cash payments to suppliers for goods and services

Cash payments to and on behalf of employees

Cash receipts and cash payments of an insurance entity for premiums and claims, annuities

and other policy benefits

Cash payments or refunds of income taxes unless they can be specifically identified with

financing and investing activities

Cash receipts and payments from contracts held for dealing or trading purposes.

Some transactions, such as the sale of an item of plant, may give rise to a gain or loss that is

included in recognised profit or loss. The cash flows relating to such transactions are cash flows

from investing activities. However, cash payments to manufacture or acquire assets held for

rental to others and subsequently held for sale as described in paragraph 68A of AASB 116

Property, Plant and Equipment are cash flows from operating activities. The cash receipts from

rents and subsequent sales of such assets are also cash flows from operating activities.

AASB 107.18 Entities shall report cash flows from operations using the direct method or indirect method.

AASB 107.19 Entities are encouraged to report cash flows from operating activities using the direct method.

AASB 1054.16 When an entity uses the direct method to present its statement of cash flows, the financial

statements shall provide a reconciliation of the net cash flow from operating activities to profit

(loss).

Investing activities

AASB 107.16 The separate disclosure of cash flows arising from investing activities is important because the

cash flows represent the extent to which expenditures have been made for resources intended

to generate future income and cash flows. Only expenditures that result in a recognised asset in

the statement of financial position are eligible for classification as investing activities. Examples of

cash flows arising from investing activities are:

Cash payments to acquire property, plant and equipment, intangibles and other long-term

assets. These payments include those relating to capitalised development costs and self-

constructed property, plant and equipment

Cash receipts from sales of property, plant and equipment, intangibles and other long-term

assets

Cash payments to acquire equity or debt instruments of other entities and interests in joint

ventures (other than payments for those instruments considered to be cash equivalents or

those held for dealing or trading purposes)

Cash receipts from sales of equity or debt instruments of other entities and interests in joint

ventures (other than receipts for those instruments considered to be cash equivalents and

those held for dealing or trading purposes)




71

Source Requirement

Cash advances and loans made to other parties (other than advances and loans made by a

financial institution)

Cash receipts from the repayment of advances and loans made to other parties (other than

advances and loans of a financial institution)

Cash payments for futures contracts, forward contracts, option contracts and swap

contracts except when the contracts are held for dealing or trading purposes, or the

payments are classified as financing activities

Cash receipts from futures contracts, forward contracts, option contracts and swap

contracts except when the contracts are held for dealing or trading purposes, or the

receipts are classified as financing activities.

When a contract is accounted for as a hedge of an identifiable position, the cash flows of the

contract are classified in the same manner as the cash flows of the position being hedged.

Financing activities

AASB 107.17 The separate disclosure of cash flows arising from financing activities is important because it is useful

in predicting claims on future cash flows by providers of capital to the entity. Examples of cash flows

arising from financing activities are:

Cash proceeds from issuing shares or other equity instruments

Cash payments to owners to acquire or redeem the entity’s shares

Cash proceeds from issuing debentures, loans, notes, bonds, mortgages and other short-

term or long-term borrowings

Cash repayments of amounts borrowed

Cash payments by a lessee for the reduction of the outstanding liability relating to a finance

lease.

Interest and dividends

AASB 107.31 Cash flows from interest and dividends received and paid shall each be disclosed separately.

Each shall be classified in a consistent manner from period to period as either operating,

investing or financing activities.

AASB 107.32 The total amount of interest paid during a period is disclosed in the cash flow statement whether

it has been recognised as an expense in profit or loss or capitalised in accordance with AASB 123

Borrowing Costs.

AASB 107.33 Interest paid and interest and dividends received are usually classified as operating cash flows

for a financial institution. However, there is no consensus on the classification of these cash

flows for other entities. Interest paid and interest and dividends received may be classified as

operating cash flows because they enter into the determination of net profit or loss.

Alternatively, interest paid and interest and dividends received may be classified as financing

cash flows and investing cash flows respectively, because they are costs of obtaining financial

resources or returns on investments.

AASB 107.34 Dividends paid may be classified as a financing cash flow because they are a cost of obtaining

financial resources. Alternatively, dividends paid may be classified as a component of cash flows

from operating activities in order to assist users to determine the ability of an entity to pay

dividends out of operating cash flows.

Taxes on income

AASB 107.35 Cash flows arising from taxes on income shall be separately disclosed and shall be classified as

cash flows from operating activities unless they can be specifically identified with financing and

investing activities.


72

Source Requirement

Investments in subsidiaries, associates and joint ventures

AASB 107.37 When accounting for an investment in an associate or a subsidiary accounted for by use of the

equity or cost method, an investor restricts its reporting in the cash flow statement to the cash

flows between itself and the investee, for example, to dividends and advances.

AASB 107.38 An entity that reports its interest in an associate or a joint venture using the equity method

includes in its statement of cash flows the cash flows in respect of its investments in the

associate or joint venture, and distributions and other payments or receipts between it and the

associate or joint venture.

Non-cash transactions

AASB 107.43 Investing and financing transactions that do not require the use of cash or cash equivalents shall

be excluded from a cash flow statement. Such transactions shall be disclosed elsewhere in the

financial statements in a way that provides all the relevant information about these investing and

financing activities.

Changes in liabilities arising from financing activities

AASB 107.44A An entity shall provide disclosures that enable users of financial statements to evaluate changes

in liabilities arising from financing activities, including both changes arising from cash flows and

non-cash changes.

AASB 107.44B To the extent necessary to satisfy this requirement, an entity shall disclose the following changes

in liabilities arising from financing activities:

Changes from financing cash flows

Changes arising from obtaining or losing control of subsidiaries or other businesses

The effect of changes in foreign exchange rates

Changes in fair values

Other changes


73

6.4 Australian specific accounting standard requirements

6.4.1 Overview of differences between the Accounting Standards and IFRS

Accounting Standards require additional disclosures which are specific to entities reporting under the Accounting

Standards, i.e. in addition to those required by IFRS. These requirements (which are listed below) are discussed in this

section and illustrative disclosures are provided in the Illustrative disclosure section of this guide.

Australian additional disclosures discussed in this section:

Tax consolidation accounting (discussed in section 6.4.2)

Interpretation 1031 Accounting for the Goods and Services Tax (GST) (discussed in section 6.4.3)

AASB 1054 Australian Additional Disclosures (discussed in section 6.4.4)

Australian specific disclosures (discussed in section 6.4.5).

6.4.2 Tax consolidation accounting

Tax consolidation is a system adopted by a number of countries including Australia that treats a group of entities as a

single entity for tax purposes. The aim of the system is to reduce administrative costs for government tax departments

and compliance costs for tax payers.

Tax accounting methodology in the consolidated financial statements of entities is clear under AASB 112 Income Taxes.

AASB 112 requires that in consolidated financial statements, temporary differences are determined by comparing the

carrying amounts of assets and liabilities in the consolidated financial statements with the appropriate tax base,

determined by reference to the consolidated tax return (AASB 112.11). However, AASB 112 provides no guidance on if,

and if so how, tax accounting should be undertaken in the separate financial statements of the various members of a

tax consolidated group. As a result the AASB issued Interpretation 1052 Tax Consolidation Accounting (Int 1052) with the

primary objective of providing guidance on how tax consolidation should be treated in the separate financial statements

of the members of a tax-consolidated group.

Allocation of tax consolidation amounts

Int 1052 requires the current and deferred taxes arising in a tax-consolidated group to be allocated to the members of

the group when they issue separate financial statements (Int 1052.8).

Acceptable allocation methods include (Int 1052.9):

A ‘stand alone taxpayer’ approach for each entity, as if it continued to be a taxable entity in its own right

A ‘separate taxpayer within group’ approach for each entity, on the basis that the entity is subject to tax as part of

the tax-consolidated group. This method requires adjustments for transactions and events occurring within the

tax-consolidated group that do not give rise to a tax consequence for the group or that have a different tax

consequence at the level of the group

A ‘group allocation’ approach, under which the current and deferred tax amounts for the tax-consolidated group

are allocated among each entity in the group (subject to certain limitations).

Int 1052 provides little guidance on how the ‘group allocation’ method should be implemented. However, it does

specifically note that the following ‘group allocation’ methods would not be considered ‘acceptable methods’ for the

calculation of current and deferred taxes by members of the tax-consolidated group (Int 1052.10, 39):

A method that allocates only current tax liabilities to an entity in the group that has taxable temporary differences

A method that allocated deferred taxes to an entity in the group using a method that is fundamentally different

from the temporary difference approach required by AASB 112

A method that allocates no current or deferred tax expense to an entity in the group that has taxable income

because the tax-consolidated group has no current or deferred income tax expense

A method that only allocates current taxes to entities in the group that have accounting profits, with no allocation

to entities that have accounting losses

A method that allocated current taxes to entities in the group on an arbitrary basis, for example on the basis of

sales revenue, total assets, net assets or operating profits without adjustment for material items that are not

assessable or deductible for tax purposes.


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The following table outlines how the various methods are applied:

Area Stand-alone taxpayer

method

Separate taxpayer

within group method

Group allocation method

Current tax allocation Separate calculation Separate calculation Allocation of consolidated

current tax payable

Deferred tax allocation Separate calculation Separate calculation Allocation of consolidated

deferred tax amounts

Treatment of

transactions within the

group

Considered a transaction

with an external party and

tax accounted in the same

manner as if the transaction

were with a party external

to the group

Adjusted for when tax

accounting so that no tax

consequences from the

transaction are recognised,

i.e. treated as non-taxable

Effectively the same as the

separate taxpayer within

group method because

these transactions have

already been eliminated in

the consolidated tax

calculation

Carrying amounts used

in the measurement of

deferred taxes

Carrying amounts in the

separate financial

statements of each entity

Carrying amounts in the

separate financial

statements of each entity or

the consolidated carrying

amounts if considered more

appropriate

Deferred taxes are

measured in the

consolidated financial

statements by reference to

the consolidated carrying

amounts and tax values

applying under tax

consolidation and then

allocated to each entity in a

rational and systematic

manner

Tax bases used in the

measurement of

deferred taxes

By reference to the tax

values applying under tax

consolidation (reset or

otherwise)

By reference to the tax

values applying under tax

consolidation (reset or

otherwise)

See above

Recognition of deferred

tax assets

Consider the ability of the

entity itself to meet the

recognition requirements,

based on its own expected

future tax position

Consider within the context

of the entire tax-

consolidated group

Consider within the context

of the entire tax-

consolidated group

Accounting by the head entity

Int 1052 requires that the head entity in a tax-consolidated group recognises, In addition to the tax effects of its own

transactions, events and balances (Int 1052.12):

The current tax liability (or asset) and the deferred tax assets arising from unused tax losses and unused tax credits

assumed from the subsidiaries in the group

Assets and liabilities (if any) arising for the head entity under a tax funding arrangement as amounts received from

or payable to other entities in the group

Any difference between the net amounts recognised are treated as a contribution by (or distribution to) equity

participants between the head entity and its subsidiaries.


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Accounting by members of the tax-consolidated group

The following specific tax-consolidation adjustments are required in the separate financial statements of each member

of the tax-consolidated group (Int 1052.11):

Current tax liabilities (or assets) recognised for the period by the subsidiary are accounted for as immediately

assumed by the head entity

Deferred tax assets arising from unused tax losses and unused tax credits recognised for the period by the

subsidiary are accounted for as immediately assumed by the head entity

Assets and liabilities (if any) arising for the subsidiary under a tax funding arrangement are recognised as amounts

receivable or payable to other entities in the group

Any difference between the net tax amounts derecognised and the tax-funding arrangement amount recognised is

recognised as a contribution by equity participants or a distribution between the subsidiary and the head entity.

Where a subsidiary in a tax-consolidated group is not a direct subsidiary of the head entity, any contributions by (or

distribution to) equity participants arising are accounted for as contributions or distributions through the interposed

parents (Int 1052.14).

Effects of tax-consolidation accounting

The effects of the specific tax consolidation adjustments required under Int 1052 are as follows:

Each entity in the tax-consolidated group recognises its allocated share of the consolidated deferred tax balances

and income tax expense (both current and deferred) – thereby showing its true ‘cost of doing business’

The head entity recognises the group’s aggregate current tax liability and the benefit of any tax losses and tax

credits in the tax-consolidated group – as the head entity has the primary obligation for tax and also keeps the

benefit of any tax losses and any relevant tax loss credits/offsets under the tax consolidation legislation

Where amounts payable under any tax-funding arrangement that is in place within the group does not mirror these

requirements, the net difference is treated as a contribution from (or distribution to) equity participants – this

represents a ‘non-arm’s length transaction’ between related entities, which would only occur due to the ownership

interests between those entities.

‘Multiple entry consolidated’ (MEC) groups

Int 1052 notes that it applies to ‘multiple entry consolidated’ (MEC) groups in the same way as ‘traditional’ tax-

consolidated groups (Int 1052.23).

A MEC group is one where various Australian entities are controlled 100% by a foreign, non-resident parent. All the

subsidiaries of the foreign parent together form a tax-consolidated group and one of the Australian entities are

designated as the head entity. Unlike for a ‘normal’ tax-consolidated group, the ultimate holding company in the wholly-

owned group is therefore not automatically considered to be the head entity.

The accounting concepts and approach for MEC groups are the same as for other tax-consolidated groups. However, a

number of additional issues can arise due to the lack of one Australian ultimate parent entity being identified as the

‘head entity’.

Disclosure considerations

Int 1052 requires a number of disclosures to be made in the financial statements, including the relevance of tax-

consolidation to the entity, the method use to allocate current and deferred taxes to members of the group, the nature

of any tax funding agreements and details of equity contributions and distributions arising as a result of adopting the

accounting required by the Interpretation.

For entities applying Tier 2 (RDR), the disclosures are not mandatory, but if disclosures are made, they should be in

accordance with the Interpretation.

Where separate financial statements are prepared for an entity that is a member of a tax-consolidated group, the

disclosure requirements should be followed to the extent that they are relevant.


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In consolidated financial statements without parent entity columns, the following disclosures are relevant:

In the context of the parent entity disclosures required in the notes to the financial statements by the Corporations

Regulations (see section 6.5.3)

In complying with the requirement of the Interpretation to name the head entity of the tax-consolidated group, and

to explain which entities are members of the tax-consolidated group (usually included in the note to the financial

statements where the members of the accounting group are detailed).

Impact of tax consolidation on deferred taxes associated with investments

When preparing the consolidated financial statements the group would need to consider the requirements of Int 1052

(paragraph 54) in respect of unrecognised taxable temporary differences (AASB 112.81(e) and 81(f)) associated with

investments in subsidiaries, branches and associates and interests in joint arrangements15. The below discussion in

respect thereof is relevant for note 10.7 of the Deloitte model IFRS financial statements.

Under the tax law, the taxable profit made by a tax-consolidated group in relation to an entity leaving the group

depends on a range of factors, including the tax values and/or carrying values of the assets and liabilities of the leaving

entities, which vary in line with the transactions and events recognised in each entity. The taxable profit or loss

ultimately made on any disposal of the investments within the tax-consolidated group will therefore depend upon when

each entity leaves the tax-consolidated group and the assets and liabilities that the leaving entity holds at that time.

The amounts (if any) disclosed in the tables in note 10.7 of the Deloitte model IFRS financial statements will depend on

the view taken by the entity in relation to the deferred tax consequences of investments within tax-consolidated groups

and other factors.

There are three main views as to how deferred taxes should be calculated in relation to investments within tax-

consolidated groups:

‘End of time’ view

Under this view, it is assumed that all entities in the tax-consolidated group will eventually leave the group at some point

in the future. This would then require an annual computation of the so-called ‘exit ACA’ calculation in order for the

temporary difference associated with the investment to be determined.

There are then two further views as to how this notional ‘exit ACA’ calculation should be performed:

Determining the entity’s expectations as to when the entity will leave the tax-consolidated group and forecasting

what the tax base might be at that point in time, even though there may be no current intention to dispose of the

investment

Performing the calculation based on information available at the reporting date as if the entity were to be disposed

at the reporting date.

It would be practically difficult to ‘forecast’ the likely tax base of an investment within a tax-consolidated group. This is

due to the way in which the ‘exit ACA’ calculation is dependent upon the tax values of the entity’s assets and liabilities,

thereby changing every time a tax value changes, e.g. tax depreciation, purchase of a new asset, etc.

The alternative approach of calculating the tax base of the investment as the aggregate tax bases available at each

reporting date, ignoring the expected method of realisation, i.e. presume it will be sold at reporting date. Some

commentators argue that this approach is not consistent with the concept of measuring deferred taxes taking the

entity’s expectations into account, but at least it would be more easily applied.

The ‘end of time’ view is conceptually equivalent to the requirement to recognise a deferred tax liability on revalued land

even though the entity may have no intention to dispose of the land in the foreseeable future . It also is consistent with

the approach taken to other investments outside tax-consolidated groups.

15 This disclosure requirement does not apply to entities applying Tier 2 (RDR) in their financial reports.


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‘Change in tax status’ view

Under this view, an entity leaving a tax-consolidated group would be considered a voluntary change in tax status, i.e. the

entity no longer is taxed as part of the tax-consolidated group, but is taxed either as a stand-alone taxpayer, or

alternatively as part of another tax-consolidated group (with different reset tax values).

Using this approach would result in no deferred tax being recognised until such time as an entity leaves the tax-

consolidated group. Whilst the entity was a member of the group, the investment would be considered to have no tax

consequences because all transactions and balances between entities in the tax-consolidated group are ignored for tax

purposes.

This approach would be consistent with the option of treating the pre-implementation effects of tax consolidation as a

change in tax status.

‘Foreseeable future’ view

Under this view, any temporary differences (and so deferred taxes) arising from investments within the tax-consolidated

group would only be calculated in the event that the entity expects that an investment is expected to leave the group in

the foreseeable future.

This then would permit a more realistic temporary difference to be calculated and subsequently recognised as a

deferred tax balance (automatically for deferred tax liabilities, but subject to the ‘probable’ criterion for deferred tax

assets).

Although a pragmatic approach, there is limited support for this approach under AASB 112 as the ‘foreseeable future’

criterion is applied to the recognition requirement for deferred taxes associated with investments, not the

measurement of the temporary difference arising.

Because the Group has no current intention to dispose of these investments, a deferred tax liability has not been

recognised in relation to investments within the tax-consolidated group. Furthermore, temporary differences that might

arise on disposal of the entities in the tax-consolidated group cannot be reliably measured because of the inherent

uncertainties surrounding the nature of any future disposal that might occur.

However, in some cases, management of the entity may believe that certain non-taxable transactions could be put in

place within the tax-consolidated group before any disposal that could reduce any taxable amount that might arise to

nil. In situations where there is no current intention to dispose of investments and because of the existence of these tax

planning opportunities, the directors believe the minimum amount of any temporary difference arising would be nil.

See notes 21 and 63A in section 10 Illustrative disclosures for illustrative disclosures of the

requirements of Int 1052.


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6.4.3 Interpretation 1031 Accounting for the Goods and Services Tax (GST)

Interpretation 1031 Accounting for the Goods and Services Tax (GST) (Int 1031) clarifies how GST should be recognised in

the financial statements but does not require specific disclosures. Int 1031 requires the following:

Source Requirement

Int 1031.6 Revenues, expenses and assets shall be recognised net of the amount of goods and services tax

(GST), except where paragraphs 7 and 8 apply.

Int 1031.7 The amount of GST incurred by a purchaser that is not recoverable from the taxation authority

shall be recognised as part of the cost of acquisition of an asset or as part of an item of expense.

Int 1031.8 Receivables and payables shall be stated with the amount of GST included.

Int 1031.9 The net amount of GST recoverable from, or payable to, the taxation authority shall be included as

part of receivables or payables in the statement of financial position.

Int 1031.10 Cash flows shall be included in the statement of cash flows on a gross basis, subject to paragraph

11 and to AASB 107 Statement of Cash Flows.

Int 1031.11 The GST component of cash flows arising from investing and financing activities which is

recoverable from, or payable to, the taxation authority shall be classified as operating cash flows.

See note 3 and note 31 in section 10 Illustrative disclosures for illustrative disclosures which

addresses the consensus in Int 1031.

6.4.4 AASB 1054 Australian Additional Disclosures

AASB 1054 Australian Additional Disclosures (AASB 1054) sets out Australian-specific disclosure requirements that are in

addition to the disclosure requirements in IFRS. The standard is applicable to:

Entities that are required to prepare financial reports under the Corporations Act

General purpose financial statements of reporting entities

Financial statements that are, or are held out to be general purpose financial statements.

Compliance with AASB 1054 is not needed for compliance with IFRSs, but must be complied with in order to make a

statement of compliance with Accounting Standards.

Below is an overview of the disclosures required AASB 1054:

Disclosure Requirements

Compliance with


An entity whose financial statements comply with Accounting Standards or Accounting

Standards – Reduced Disclosure Requirements shall make an explicit and unreserved

statement of such compliance in the notes.

Reporting framework Disclose the basis under which the financial statements are prepared and whether the

financial statements are prepared for a for-profit or not-for-profit entity.

GPFS or SPFS Disclose in the notes whether the financial statement are GPFS or SPFS.

Audit fees* Disclose audit fees separately for the audit or review of financial statements and all other

services (including the nature of the services) performed during the reporting period.

Imputation credits* Disclose the amount of imputation credits available for use in subsequent reporting periods.

The disclosures shall be made separately in respect of New Zealand and Australian

imputation credits.

Reconciliation of net

operating cash flow to

profit (loss)*

When an entity uses the direct method to present its statement of cash flows, the financial

statements shall provide a reconciliation of the net cash flow from operating activities to

profit (loss).

* This requirement does not apply to Tier 2 (RDR) financial reports


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See section 10 Illustrative disclosures for illustrative disclosures required by AASB 1054.

6.4.5 Australian specific disclosures

In 2005 when Australia moved to Accounting Standards based on IFRS, the AASB included Australian-specific

paragraphs (labelled as ‘ Aus ’ paragraphs), including application paragraphs, which were added to the IFRS text. These

application paragraphs identified the entities and financial reports to which each Standard applied. Other minor

amendments were also made to the IFRS text, e.g. Australian terminology and punctuation.

At its May 2015 meeting, the AASB decided to revise Accounting Standards that incorporate IFRS to further minimise

Australian-specific wording. The AASB reissued most of Accounting Standards that incorporate IFRS in July and August

2015 in order to make editorial changes. The new principal versions do not include Australian application paragraphs,

which were previously included in each Accounting Standard. Instead, these Australian application paragraphs are

included in an Australian-specific Accounting Standard, AASB 1057 Application of Australian Accounting Standards. In

doing so, the application requirements were not amended.

As a result of these changes, the number of ‘Aus’ paragraphs included in Accounting Standards have been substantially

reduced. The remaining ‘Aus’ paragraphs deal with limited additional information, including:

Specific requirements that apply to particular differential reporting frameworks, e.g. requirements that apply only to

not-for-profit entities or entities applying RDR (see section 5.3.3)

Limited amendments to the requirements to IFRS without affecting a for-profit private sector entity’s ability to make

an unreserved statement of compliance with IFRS16, e.g.:

‒ A prohibition on many entities from making a departure from the requirements of Accounting Standards that is

contemplated in AASB 101 Presentation of Financial Statements

‒ Requiring an ultimate Australian parent to present consolidated financial statements that consolidate its

investments in subsidiaries in accordance with AASB 10 Consolidated Financial Statements when either the

parent or the group is a reporting entity or both the parent and the group are reporting entities (unless the

entity is an investment entity)

‒ Specific paragraphs added to AASB 6 Exploration for and Evaluation of Mineral Resources, requiring an entity to

adopt an ‘area of interest’ method for the recognition and measurement of exploration and evaluation assets

recognised

‒ Requiring most general insurance and life insurance contracts to be accounted for in accordance with

Australian-specific standards (AASB 1023 General Insurance Contracts and AASB 1038 Life Insurance Contracts)

rather than AASB 4 Insurance Contracts

In limited cases, the inclusion of additional disclosures that are not included in AASB 1054, e.g.:

‒ Including in AASB 124 Related Party Disclosures a requirement for additional disclosures about parent entities

that are not incorporated in Australia

‒ Additional Australian disclosures included in AASB 1023 and AASB 1038.

Each Accounting Standard (where relevant) includes additional materials in respect of RDR (see section 5.3.3) and an

appendix of any text deleted from IFRS when making the standard.

See note 64 of section 10 Illustrative disclosures for an example of the ‘Aus’ requirements for

AASB 124 Related Party Disclosures (see page 229) which is an additional disclosure to those set

out in note 64 of the Deloitte model IFRS financial statements available at

www.deloitte.com/au/models. (See note 64 of the Deloitte model IFRS financial statements for

the remainder of the related party transaction disclosures).

16 In addition, the impacts of Australian-specific Interpretations also have a similar impact, by effectively require Australian entities to

account for transactions and events in a particular manner without impacting compliance, e.g. Interpretation 1003 Australian Petroleum

Resource Rent Tax (requires Australian Petroleum Resource Rent Tax (PRRT) to be accounted for an in income tax), Interpretation 1052

Tax Consolidation Accounting (setting accounting requirements within tax-consolidated groups formed in Australia). Some Australia-

specific Interpretations also introduce a number of additional disclosures that are in addition to those required by IFRS.

http://www.deloitte.com/au/models


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6.5 Other Australian specific considerations

6.5.1 True and fair view

Financial statements and notes thereto prepared to satisfy the reporting requirements of the Corporations Act must

comply with Accounting Standards and the Corporations Regulations, even if compliance does not result in a true and

fair view. Section 295(3) of the Corporations Act requires directors to provide additional information and explanations

when compliance with Accounting Standards and the Corporations Regulations would not give a true and fair view. This

additional information and explanation should be given by way of a note to the financial statements.

6.5.2 Rounding off of amounts

General

Under ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191, the level of rounding permitted in

the financial statements depends upon the amount of total assets of the company, registered scheme, disclosing entity

or financial services licensee.

The table below outlines the thresholds at which the various prescribed levels of rounding are permitted:

Where total assets

exceed

Rounding permitted

$10 million

($10,000,000)

Rounding off to the nearest thousand dollars is permitted. Each page must clearly indicate

where this has been done.

$1,000 million

($1,000,000,000)

Rounding off to the nearest hundred thousand dollars is permitted. Each page must clearly

indicate where this has been done. These amounts should be presented in the form of a

whole number of millions of dollars and one place of decimals representing hundreds of

thousands of dollars, with a clear indication that the amounts are presented in millions of

dollars.

$10,000 million

(10,000,000,000)

Rounding off to the nearest million dollars is permitted. Each page must clearly indicate

where this has been done.

However, rounding is not allowed where rounding could adversely affect decisions about the allocation of scarce

resources made by users of the financial report or the discharge of accountability by management or the directors.

The relevant financial report or report must state that the company is of a kind referred to in the Corporations

Instrument and that amounts in the directors’ report and the financial report have been rounded in accordance with

the Corporations Instrument.

Amounts rounded down to zero may be indicated by ‘nil’ or the equivalent thereof. In addition, an item that is rounded

down to nil in the financial report for the current and comparative accounting periods may be omitted completely.

Special rules

The Corporations Instruments applies special rounding requirements in respect of certain amounts disclosed in the

financial report or directors report in respect of the following:

Details, values and aggregates required to be disclosed in the directors’ report under s.300(1)(g), s.300(8), s.300(9),

s.300(11B), s.300(11C), s.300(13)(a), s.300A(1)(c) and s.300A(1)(e) of the Corporations Act17

Amounts disclosed under AASB 2 Share-based Payment (AASB 2) paragraph 50, such as share-based payment

expenses and the amount of liabilities arising from share-based payment transactions

Remuneration of auditors disclosed under AASB 1054 Additional Australian Disclosures paragraph 10

Compensation to key management personnel disclosed under AASB 124 Related Party Disclosures paragraph 17

Transactions between related parties disclosed under AASB 124 Related Party Disclosures paragraphs 18 and 19.

The level of rounding of these amounts depends on the ‘base’ level of rounding adopted:

Where an entity rounds amounts to the nearest $100,000 or $1,000,000, the above items must be rounded only to

the nearest $1,000

17 Information required by Regulation 2M.3.03 is considered to be caught by the references to s.300A above.


81

Where a company rounds to the nearest $1,000, the above items must be presented in whole dollars (i.e. the

following items cannot be rounded).

The amounts included in the following notes/lines which are rounded in the Deloitte model IFRS financial statements

should be presented rounded only to the nearest $1,000 or in whole dollars (depending on the rounding adopted

elsewhere in the financial report) in terms of ASIC-CI 2016/191. We have not re-presented these disclosures in the

illustrative disclosures in section 10 of this guide.

Source Note and line item/s

9 Employee benefits expense

Amounts required to be disclosed under AASB 2.50, i.e. line items:

AASB 2.50 Share-based payments (note 57)

AASB 2.51(a) Equity-settled share-based payments

AASB 2.51(a) Cash-settled share-based payments

64. Related party transactions

AASB 124.17, 88,19


Transactions between related parties required to be disclosed under AASB 124 paragraphs 18 and

19 i.e. all line items in note 64. This includes:

Trading transactions

Remuneration of key management personnel

Loans to related parties

EPS and option disclosures

In addition:

Earnings per share may be rounded to one tenth of one cent (disclosed in accordance with AASB 133 Earnings per

Share paragraphs 66 and 69)

Information disclosed in accordance with AASB 2 Share-based Payment paragraphs 44 and 46 and s.300(6)(c),

s.300(7)(d) and s.300(7)(e) of the Corporations Act about the prices for shares and options may be rounded to one

cent.

Rounding by lower amounts

Where considered appropriate, and provided certain conditions are satisfied, amounts may be rounded off to a lesser

extent than that detailed above. For example, a company with total assets exceeding $10,000 million may wish to round

to the nearest $1,000 or $100,000 even though it is permitted to round to the nearest $1 million.

6.5.3 Parent entity information

An amendment to the Corporations Act in 2010 removed the requirement for entities to include parent entity columns

in their general purpose consolidated financial statements. Instead, information about the parent entity as required by

Regulation 2M.3.01 Disclosures required by notes to consolidated financial statements—annual financial reports (s.295) must

be disclosed in the notes to the consolidated financial statements. Regulation 2M.3.01 defines a parent entity as a

company, registered scheme or disclosing entity that is required by the Accounting Standards to prepare financial

statements in relation to a consolidated entity.

ASIC has also made ASIC Class Order 10/654 Inclusion of parent entity financial statements in financial reports to permit

this information to be included in the notes to the financial statements (see section 4.5.2).

See note 51A (starting on page 230) of section 10 Illustrative disclosures for an illustrative

disclosure of the parent entity note.


82

6.5.4 Deed of cross guarantee

As discussed under section 4.1.2, ASIC Corporations (Wholly owned Companies) Instrument 2016/785 relieves wholly-

owned subsidiaries from the requirement to prepare a financial report and to have the financial report audited, where

they enter into a deed of cross guarantee with their parent entity and certain other conditions are satisfied. Under a

deed of cross guarantee the parties guarantee the debts of each other in certain circumstances. One of the significant

conditions of the Corporations Instrument is the parent entity prepares consolidated financial statements that includes

financial information of the parties to the deed.

See note 51A (starting on page 230) of section 10 Illustrative disclosures for disclosures that

illustrate the requirements of ASIC Corporations (Wholly owned Companies) Instrument 2016/785 in

respect of the consolidated financial statements.


83

6.6 ASX Listing Rule requirements

6.6.1 Requirements for the Appendix 4E

As noted in section 4.6.2, listed entities are required to provide an Appendix 4E preliminary final report to the ASX for

each annual reporting period.

The information included in the Appendix 4E and the financial reports upon which it is based must use the same

accounting policies. The information must comply with all relevant accounting standards, which may be accounting

standards other than Australian Accounting Standards where the entity is a foreign entity.

The requirements to prepare and lodge an Appendix 4E do not apply to mining exploration entities or oil and gas

exploration entities.

If an entity becomes aware of any circumstances which are likely to materially affect the results or other information

contained in the preliminary final report given to ASX, it must immediately give ASX an explanation of the circumstances

and the effects the circumstances are expected to have on the entity's current or future financial performance or

financial position (ASX Listing Rule 4.3D).

The following information must be included in the Appendix 4E:

Source Requirement

Details of the reporting period

ASX Appendix 4E, Item 1

Details of the reporting period and the previous corresponding period.

Results for announcement to the market


Key information in relation to the following, identified as “Results for announcement to the

market” must be disclosed:

The amount and percentage change up or down from the previous corresponding period

of revenue from ordinary activities.


of profit (loss) from ordinary activities after tax attributable to members.


of net profit (loss) for the period attributable to members.

The amount per security and franked amount per security of final and interim dividends or

a statement that it is not proposed to pay dividends.

The record date for determining entitlements to the dividends (if any).

A brief explanation of any of the figures in (a)-(d) necessary to enable the figures to be

understood.

The information required above must be placed at the beginning of the report. The other

information may be presented in whatever way is most convenient, e.g. combined with the body

of the report, combined with notes to the accounts, or set out separately.

Financial statements

ASX Appendix 4E, Items 3-6

The preliminary final report must include:

A statement of comprehensive income together with notes to the statement, prepared in

compliance with AASB 101 Presentation of Financial Statements or the equivalent foreign

accounting standard

A statement of financial position together with notes to the statement. The statement of

financial position may be condensed but must report as line items each significant class of

asset, liability, and equity element with appropriate sub-totals

A statement of cash flows together with notes to the statement. The statement of cash

flows may be condensed but must report as line items each significant form of cash flow

and comply with the disclosure requirements of AASB 107 Statement of Cash Flows, or for

foreign entities, the equivalent foreign accounting standard

A statement of retained earnings, or a statement of changes in equity, showing movements


84

Source Requirement

Information about dividends and net tangible assets


The preliminary final report must include:

Details of individual and total dividends or distributions and dividend or distribution

payments. The details must include the date on which each dividend or distribution is

payable and (if known) the amount per security of foreign sourced dividend or distribution

Net tangible assets per security with the comparative figure for the previous corresponding

period

Entities over which control has been gained or lost


Details of entities over which control has been gained or lost during the period, including the

following:

The name of the entity

The date of the gain or loss of control

Where material to an understanding of the report – the contribution of such entities to the

reporting entity’s profit from ordinary activities during the period and the profit or loss of

such entities during the whole of the previous corresponding period

Details of associates and joint ventures


Details of associates and joint venture entities, including the following:

The name of the associate or joint venture entity.

Details of the reporting entity’s percentage holding in each of these entities.

Where material to an understanding of the report - aggregate share of profits (losses) of

these entities, details of contributions to net profit for each of these entities, and with

comparative figures for each of these disclosures for the previous corresponding period.

Other information


The report must include any other significant information needed by an investor to make an

informed assessment of the entity’s financial performance and financial position.

Foreign entities


For foreign entities, the report must state which set of accounting standards is used in

compiling the report.

Commentary


The report must contain a commentary on the results for the period. The commentary must be

sufficient for the user to be able to compare the information presented with equivalent

information for previous periods. The commentary must include any significant information

needed by an investor to make an informed assessment of the entity’s activities and results,

which would include but not be limited to discussion of the following:

The earnings per security and the nature of any dilution aspects.

Returns to shareholders including distributions and buy backs.

Significant features of operating performance.

The results of segments that are significant to an understanding of the business as a whole.

A discussion of trends in performance.

Any other factors which have affected the results in the period or which are likely to affect

results in the future, including those where the effect could not be quantified


85

Source Requirement

Audit information

ASX Appendix 4E, Items 15-17

The report must include:

A statement as to whether the report is based on accounts which have been audited or

subject to review, are in the process of being audited or reviewed, or have not yet been

audited or reviewed

If the accounts have not yet been audited and are likely to contain an independent audit

report that is subject to a modified opinion, emphasis of matter or other matter paragraph,

a description of the modified opinion, emphasis of matter or other matter paragraph

If the accounts have been audited and contain an independent audit report that is subject

to a modified opinion, emphasis of matter or other matter paragraph, a description of the

modified opinion, emphasis of matter or other matter paragraph

6.6.2 ASX Corporate Governance Principles and Recommendations

Corporate governance is a system of rules, practices, policies and processes by which a company is directed and

controlled. It aims at balancing the interests of a company's stakeholders and furthermore, good corporate governance

promotes investor confidence. The ASX Corporate Governance Principles and Recommendations (‘Principles and

Recommendations’) set out recommended corporate governance practices for entities listed on the ASX.

The Principles and Recommendations are not mandatory. As a result if a listed entity considers that a recommended

principles/recommendation is not appropriate for the entity to adopt, it is entitled not to adopt it. However, the entity

must explain why it has not adopted the principle/recommendation – seen as the “if not, why not” approach.

Unlisted entities are not required to report against the Principles and Recommendations however, may choose to

adopt the Principles and Recommendations.

The ASX corporate governance considerations applicable to listed entities are set out below:

Source Requirement

ASX-LR 4.10.3 Australian Securities Exchange Listing Rule 4.10.3 requires companies to disclose the

extent to which they have complied with the best practice recommendations of the ASX

Corporate Governance Council during the reporting period. This disclosure is required either in

the annual report or the annual report should include a link to the company’s corporate

governance statement on the company’s website. Where a recommendation has not been

followed for any part of the reporting period, the corporate governance statement must

separately identify that recommendation and the period during which it was not followed and

the entity must justify the reason for the non-compliance and what (if any) alternative

governance practices it has adopted.

The corporate governance statement must also:

Specify the date at which it is current (must be entity’s balance sheet date or a later date

specified by the entity)

State that it has been approved by the board of the entity or the board of the responsibility

entity of a trust.

Recommendations

ASX-GN 9 The ASX Corporate Governance Council issued a revised edition of the ‘Corporate Governance

Principles and Recommendations’ in March 2014. The latest version is applicable to annual

reporting periods commencing on or after 1 July 2014.

To assist companies in complying with the guidelines, the ASX has issued Guidance Note 9

‘Disclosure of Corporate Governance Practices’, most recently amended to reflect

amendments made by the ASX Corporate Governance Council in December 2016.


http://www.asx.com.au/documents/asx-compliance/cgc-principles-temp.pdf

http://www.asx.com.au/documents/asx-compliance/cgc-principles-temp.pdf

http://www.asx.com.au/documents/rules/gn09_disclosure_corporate_governance_practices.pdf

http://www.asx.com.au/documents/rules/gn09_disclosure_corporate_governance_practices.pdf


86

Source Requirement

It is important that listed entities refer to the complete document when preparing their reports

as they provide comprehensive and invaluable guidance in relation to implementation of the

Principles and Recommendations. The recommendations of the ASX Corporate Governance

Council, including corporate governance practices and suggested disclosures, are set out below.

The recommendations are differentiated between the eight core principles that the ASX

Corporate Governance Council believes underlie good corporate governance. Entities must

disclose any instances of non-compliance with these recommendations.

Principle 1 – Lay solid foundations for management and oversight

1.1 A listed entity should disclose:

(a) The respective roles and responsibilities of its boards and management

(b) Those matters expressly reserved to the board and those delegated to management.

1.2 A listed entity should:

(a) Undertake appropriate checks before appointing a person or putting forward to

security holders a candidate for election, as a director

(b) Provide security holders with all material information in its possession relevant to a

decision on whether or not to elect or re-elect a director.

1.3 A listed entity should have a written agreement with each director and senior executive

setting out the terms of their appointment.

1.4 The company secretary of a listed entity should be accountable directly to the board,

through the chair, on all matters to do with the proper functioning of the board.


(a) Have a diversity policy which includes requirements for the board or a relevant

committee of the board to set measurable objectives for achieving gender diversity

and to assess annually both the objectives and the entity’s progress in achieving them

(b) Disclose that policy or a summary of it

(c) Disclose as at the end of each reporting period the measurable objectives for

achieving gender diversity set by the board or a relevant committee of the board in

accordance with the entity’s diversity policy and its progress towards achieving them,

and either:

1. The respective proportions of men and women on the board, in senior executive

positions and across the whole organisation (including how the entity has

defined “senior executive” for these purposes), or

2. If the entity is a “relevant employer” under the Workplace Gender Equality Act,

the entity’s most recent “Gender Equality Indicators”, as defined in and

published under that Act.


(a) Have and disclose a process for periodically evaluating the performance of the board,

its committees and individual directors

(b) Disclose, in relation to each reporting period, whether a performance evaluation was

undertaken in the reporting period in accordance with that process.


(a) Have and disclose a process for periodically evaluating the performance of its senior

executives

(b) Disclose, in relation to each reporting period, whether a performance evaluation was

undertaken in the reporting period in accordance with that process.

Principle 2 - Structure the board to add value

2.1 The board of a listed entity should:

(a) Have a nomination committee which:

1. Has at least three members, a majority of whom are independent directors,

and

2. Is chaired by an independent director

and disclose


87

Source Requirement

3. The charter or the committee

4. The members of the committee

5. As at the end of each reporting period, the number of times the committee

met throughout the period and the individual attendances of the members at

those meetings, or

(b) If it does not have a nomination committee, disclose that fact and the processes it

employs to address board succession issues and to ensure that the board has the

appropriate balance of skills, knowledge, experience, independence and diversity to

enable it to discharge its duties and responsibilities effectively.

2.2 A listed entity should have and disclose a board skills matrix setting out the mix of skills and

diversity that the board currently has or is looking to achieve in its membership.


(a) The names of the directors considered by the board to be independent directors

(b) If a director has an interest, position, association or relationship such as:

- Employment in an executive capacity with the entity or any of its child entities that

ceased less than three years prior to serving on the board

- Being a partner, director or senior employee of a provider of material professional

services to the entity or any of its child entities within the last three years

- A material business relationship (e.g. being a supplier or customer) with the entity

or any of its child entities, or an officer of, or otherwise associated with, someone

with such a relationship within the last three years

- Being a substantial security holder of the entity or an officer of, or otherwise

associated with, a substantial security holder of the entity

- A material contractual relationship with the entity or its child entities other than as

a director

- Having close family ties with any person who has such interest, position,

association or relationship as described above, or

- Employed as a director of the entity for such a period that the independence to the

entity have been compromised,

However the board is of the opinion that it does not compromise the independence of

the director, the nature of the interest, position, association or relationship in question

and an explanation of why the board is of that opinion

(c) The length of service of each director.

2.4 A majority of the board of a listed entity should be independent directors.

2.5 The chair of the board of a listed entity should be an independent director and, in

particular, should not be the same person as the CEO of the entity.

2.6 A listed entity should have a program for inducting new directors and provide appropriate

professional development opportunities for directors to develop and maintain the skills

and knowledge needed to perform their role as directors effectively.

Principle 3 - Promote ethical and responsible decision making


(a) Have a code of conduct for its directors, senior executives and employees

(b) Disclose that code or a summary of it.

Principle 4 - Safeguard integrity in financial reporting


(a) Have an audit committee which:

1. Has at least three members, all of whom are non-executive directors and a

majority of whom are independent directors, and

2. Is chaired by an independent director, who is not the chair of the board

and disclose:

3. The charter of the committee

4. The relevant qualifications and experience of the members of the committee


88

Source Requirement

5. In relation to each reporting period, the number of times the committee met

throughout the period and the individual attendances of the members at

those meetings, or

(b) If it does not have an audit committee, disclose that fact and the processes it employs

that independently verify and safeguard the integrity of its corporate reporting,

including the processes for the appointment and removal of the external auditor and

the rotation of the audit engagement partner.

4.2 The board of a listed entity should, before it approves the entity’s financial statements for a

financial period, receive from its CEO and CFO a declaration that, in their opinion, the

financial records of the entity have been properly maintained and that the financial

statements comply with the appropriate accounting standards and give a true and fair view

of the financial position and performance of the entity and that the opinion has been

formed on the basis of a sound system of risk management and internal control which is

operating effectively

4.3 A listed entity that has an AGM should ensure that its external auditor attends its AGM and

is available to answer questions from security holders relevant to the audit.

Principle 5 - Make timely and balanced disclosures


(a) Have a written policy for complying with its continuous disclosure obligations under

the ASX Listing Rules

(b) Disclose that policy or a summary of it.

Principle 6 - Respect the rights of shareholders

6.1 A listed entity should provide information about itself and its governance to investors via its

website

6.2 A listed entity should design and implement an investor relations program to facilitate

effective two-way communication with investors

6.3 A listed entity should disclose the policies and processes it has in place to facilitate and

encourage participation at meetings of security holders

6.4 A listed entity should give security holders the option to receive communications from, and

send communications to, the entity and its security registry electronically.

Principle 7 - Recognise and manage risk


(a) Have a committee or committees to oversee risk, each of which:

1. Has at least three members, a majority of whom are independent directors


and disclose:





those meetings, or

(b) If it does not have a risk committee or committees that satisfy (a) above, disclose that

fact and the processes it employs for overseeing the entity’s risk management

framework.

7.2 The board or a committee of the board should:

(a) Review the entity’s risk management framework at least annually to satisfy itself that it

continues to be sound

(b) Disclose, in relation to each reporting period, whether such a review has taken place.


(a) If it has an internal audit function, how the function is structured and what role it

performs, or


89

Source Requirement

(b) If it does not have an internal audit function, that fact and the processes it employs for

evaluating and continually improving the effectiveness of its risk management and

internal control processes

7.4 A listed entity should disclose whether it has any material exposure to economic,

environmental and social sustainability risks and, if it does, how it manages or intends to

manage those risks.

Principle 8 - Remunerate fairly and responsibly


(a) Have a remuneration committee which:

1. Has at least three members, a majority of whom are independent directors,

and


and disclose:





those meetings, or

(b) If it does not have a remuneration committee, disclose that fact and the processes it

employs for setting the level and composition of remuneration for directors and senior

executives and ensuring that such remuneration is appropriate and not excessive

8.2 A listed entity should separately disclose its policies and practices regarding the

remuneration of non-executive directors and the remuneration of executive directors and

other senior executives.

8.3 A listed entity which has an equity-based remuneration scheme should:

‒ Have a policy on whether participants are permitted to enter into transactions (whether

through the use of derivatives or otherwise) which limit the economic risk of

participating in the scheme

‒ Disclose that policy or a summary of it.

Externally managed listed entities

The current version of the Corporate Governance Principles and Recommendations includes

additional guidance on the application of the recommendations to externally managed listed

entities. In addition, certain recommendations do not apply to externally managed entities.

The following recommendations are those which do not apply:

1.2, 1.3, 1.4, 1.5, 1.6, 1.7, 2.1, 2.2, 2.4, 2.5, and 2.6.

The entity may simply state that these recommendations are “not applicable’ in its corporate

governance statement.

For the following recommendations the normal requirements do not apply, but in lieu of these

requirements alternative recommendations apply:

1.1, 8.1, 8.2 and 8.3.

The recommendations and alternative recommendations listed below, apply to externally

managed listed entities with specific guidance on application:

Alternative recommendation 1.1 – disclosure should be made of the arrangements between

the responsible entity and the listed entity for managing the affairs of the listed entity, and

the role and responsibility of the board of the responsible entity for overseeing those

arrangements

Recommendation 2.3 – disclosure in relation to the responsible entity in its corporate

capacity. Independence should be assessed and disclosed in relation to the responsible

entity, rather than the listed entity


90

Source Requirement

Recommendation 3.1 – disclosure in relation to the responsible entity in its corporate

capacity

Recommendation 4.1 – disclosures should be made in relation to the specific processes and

facilities the responsible entity has put in place to perform its role as the manager of the

listed entity. If the entity is a listed trust with a compliance committee, the board of the

responsible entity may instead of establishing a separate audit or risk committee, adapt the

role of the compliance committee to cover the responsibilities that would ordinarily be

undertaken by the audit committee



listed entity

Recommendation 5.1 – disclosure should be made in relation to the listed entity being

managed by the responsible entity



listed entity



listed entity

Recommendation 6.4 – disclosure should be made in relation to the listed entity being




listed entity. If the entity is a listed trust with a compliance committee, the board of the

responsible entity may, instead of establishing a separate audit or risk committee, adapt the

role of the compliance committee to cover the responsibilities that would ordinarily be

undertaken by the risk committee. If it does so, it should make the disclosures mentioned in

recommendations 4.1(a) and 7.1(a) in relation to the compliance of the committee



listed entity



listed entity

Recommendation 7.4 – disclosures should be made in relation to the listed entity being


Alternative recommendation 8.1, 8.2 and 8.3 – disclosure should be made of the terms

governing the remuneration of the manager.

The recommendations listed below, may apply to externally managed listed entities with specific

guidance on application:

Recommendation 4.3 – only applicable if the externally managed listed entity holds an AGM

Recommendations 6.3 – only applicable if the externally managed listed entity has periodic

meetings of security holders.

ASX-GN 9 Information to be made publicly available

The ASX expects as a result of following the recommendations of the ASX Corporate Governance

Council, an entity will have articulated and disclosed:

The respective roles and responsibilities of the board and management, including those

matters expressly reserved to the board and those delegated to management

(Recommendation 1.1)

Its process for periodically evaluating the performance of the board, its committees,

individual directors, and senior executives (Recommendation 1.6 and 1.7)


91

Source Requirement

Whether performance evaluations of its board and senior executives were undertaken in the

reporting period in accordance with the disclosed processes (Recommendation 1.6 and 1.7)

A board skills matrix setting out the mix of skills and diversity that the board currently has or

is looking to achieve in its membership (Recommendation 2.2)

Which of its directors are considered to be independent (Recommendation 2.3)

Its code of conduct (Recommendation 3.1)

Its continuous disclosure compliance policy (Recommendation 5.1)

Its policy and processes to facilitate and encourage participation at meetings of security

holders (Recommendation 6.3)

If it has an internal audit function, how the function is structured and what role it performs

or, if it does not have an internal audit function, that fact and the processes it employs for

evaluating and continually improving the effectiveness of its risk management and internal

control processes (Recommendation 7.3)

Whether, it has any material exposure to economic, environmental and social sustainability

risks and, if it does, how it manages or intends to manage those risks (Recommendation 7.4)

Its policy on diversity, the measurable gender diversity targets that the board or a committee

of the board has set, and its performance against those targets (Recommendation 1.5)

Its policies and practices regarding the remuneration of non-executive directors and the

remuneration of executive directors and other senior executives (Recommendation 8.2)

If it has an equity-based remuneration scheme, its policy on whether participants are

permitted to enter into transactions (whether through the use of derivatives or otherwise)

which limit the economic risk of participating in the scheme (Recommendation 8.3).

It is also expected that an entity will have established an audit committee, risk committee or

committees, nomination committee and remuneration committee and disclosed their charters,

membership and the attendance records of members at committee meetings, or else have

disclosed the alternatives arrangements the board has put in place to perform the

responsibilities normally undertaken by such committees.

An entity which does not follow all of the Council’s recommendations will need to identify in its

corporate governance statement each recommendation it does not follow and state its reasons

for not allowing the recommendation and what (if any) alternative governance practices it has

adopted in lieu of the recommendation.


92

6.7 Reporting deadlines

6.7.1 Summary of reporting deadlines

The following table summarises the reporting deadlines under the Corporations Act and ASX Listing Rules (where

relevant).

Source Requirement Listed

disclosing

entities

Non-listed

disclosing

entities

Public

companies

Proprietary

companies

Registered

schemes and

notified

foreign

passport

funds

Annual financial reporting

ASX 4.3A, ASX 4.3B

Lodgement of

Appendix 4E with the

ASX

As soon as

available (and

no later than 2

months after

the year end)18

n/a n/a n/a n/a

ASX 4.5, ASX 4.5.1

Lodgement of the

Corporations Act

financial report and

concise report with

the ASX

As soon as

available (and

no later than 3

months after

the year end)

n/a n/a n/a n/a

ASX 4.7.1

ASX 4.7.2

Lodgement of the

Corporations Act

annual report and

concise report with

the ASX

First day sent

to the

members (and

the earlier of

21 days before

the next AGM

or 4 months

after the end

of the financial

year (s.315)) 19

n/a n/a n/a n/a

ASX 4.7.3, ASX 4.7.4

Lodgement of the

Appendix 4G with

the ASX (and

Corporate

governance

statement (to the

extent not included

in the annual report)

Same time as

annual report

distributed to

the members

n/a n/a n/a n/a

s.314

s.315

Sending of financial

report to members

Earlier of 21

days before

the next AGM

or 4 months

after the end

of the financial

year

Earlier of 21

days before

the next AGM

or 4 months

after the end

of the financial

year

Earlier of 21

days before

the next AGM

or 4 months

after the end

of the financial

year

Within 4

months after

the end of the

financial year

Within 3

months after

the end of the

financial year

18 Mining exploration entities or oil and gas exploration entities are not required to provide the information set out in the Appendix 4E. 19 If the entity is not established in Australia but required by the law of the place of its establishment to prepare an annual report and

provide it to the members this must be given to the ASX at the same time as distributed to the members (ASX 4.7.2).


93

Source Requirement Listed

disclosing

entities

Non-listed

disclosing

entities

Public

companies

Proprietary

companies

Registered

schemes and

notified

foreign

passport

funds

s.319 Lodgement of the

Corporations Act

annual report and

concise report with

ASIC20. 21

n/a

(ASIC-CI

2016/181)

Within 3

months after

the year end

Within 4

months after

the year end

Within 4

months after

the year end

Within 3

months after

the year end

Annual general meetings

s.250N Hold the AGM Within 5

months after

the year end (if

a public

company)

Within 5

months after

the year end (if

a public

company)

Within 5

months after

the year end

(unless

exempted), 22

n/a n/a

6.7.2 Where deadlines fall on a weekend or public holiday

Where a deadline under the Corporations Act falls on a Saturday, Sunday or public holiday, section 36(2) of the Acts

Interpretations Act 1901 permits the deadline to be met on the next day that is not a Saturday, Sunday or public holiday.

However, where a deadline arises under the ASX Listing Rules and that deadline falls on a Saturday, Sunday or public

holiday, ASX Listing Rule 19.5 requires the deadline to be met by the preceding business day.

20 An entity need not give ASIC the annual report if it comprises only the documents already given to the ASX under ASX Listing Rule

4.5. The entity must tell ASIC if this is the case. 21 If the entity is not established in Australia, the annual report must be given to the ASX by the earlier of (a) the first day the entity

sends the documents to security holders under the law of the place of its establishment or (b) the last day for the documents to be

given to security holders under that law (see ASX Listing Rule 4.7.2). 22 A wholly-owned public company (i.e. a public company with one member) is not required to hold an AGM under s.250N(4). Similarly,

under s.250N(5) and s.250N(6), certain companies eligible for limited governance requirements under s.738ZI (i.e. certain entities

raising funds under crowd-sourced funding arrangements, see section 3.4.2) are not required to hold an AGM. This latter concession

is only available to companies that register as, or convert to, a public company after the commencement of the crowd-sourced funding

regime under the Corporations Act (see section 0).


94

6.7.3 Dates applicable for 31 December 2018 reports

The following table summarises the reporting deadlines for annual reporting periods ending 31 December 2018. Note:

These reporting deadlines will be applicable to the majority of entities; however care should be taken to ensure that the

dates noted below are the appropriate dates for the entity in question.

Requirement Listed

disclosing

entities

Non-listed

disclosing

entities

Public

companies

Proprietary

companies

Registered

schemes and

notified

registered

passport funds

Annual reporting period ending 31 December 2018 23:

Lodgement of Appendix

4E with the ASX

28 February

2019

n/a n/a n/a n/a

Lodgement of the

Corporations Act annual

report and concise report

with the ASX

29 March 201924 n/a n/a n/a n/a

Lodgement of the

Corporations Act annual

financial report and

concise report with ASIC

n/a25 1 April 2019 26 30 April 2019 30 April 201927 30 April 2019

The ASX 2019 company reporting dates calendar (for December 2018 and June 2019 balance

sheet dates) is available at: www.asx.com.au.

6.7.4 Special considerations in relation to other small proprietary companies and small companies limited

by guarantee

With the exception of certain foreign controlled small proprietary companies (see section 4.2.6) and entities raising

funds through crowd sourced funding (see section 3.4.2), small proprietary companies, and small companies limited by

guarantee, are not required to prepare an annual financial report under Part 2M.3 of the Corporations Act, unless

requested to do so by either:

ASIC, or

A direction given by shareholders with at least 5% of the votes of the company.

ASIC request

In the event that a small proprietary company (not otherwise required to prepare and lodge an annual financial report

under Part 2M.3 of the Corporations Act), or small company limited by guarantee, is requested by ASIC to prepare and

lodge an annual financial report, the deadline for lodgement with ASIC is the date specified in the request (s.294,

s.294B).

Shareholders’ request

In the event that a small proprietary company (not otherwise required to prepare an annual financial report under Part

2M.3 of the Corporations Act) or a small company limited by guarantee is requested by 5% or more of the shareholders

to prepare and distribute an annual financial report, the deadline for the distribution is the later of (s.315(2), s.316A(4)):

Two months after the date on which the request is made, and

Four months after the end of the financial year.

Where a small proprietary company or small company limited by guarantee is required to prepare an annual financial

report in accordance with a shareholders’ request, a directors’ report need not be prepared and that financial report is

23 Refer to section 6.7.1 for the requirements of ASX Listing Rule 4.7.1 – 4.7.4 (applicable to listed entities). 24 31 March 2019 falls on Sunday, therefore the deadline is Friday 29 March 2019 being the preceding business day (see section 6.7.2). 25 Consider ASIC-CI 2016/181 (see section 4.5.2). 26 As 31 March 2019 falls on a Sunday, the Acts Interpretations Act 1901 permits the deadline to be met on the next day that is not a

Saturday, Sunday or public holiday (see section 6.7.2). 27 Consider ASIC-CI 2015/840 (see section 4.5.2).

http://www.asx.com.au/documents/research/company-reporting-dates-2019.pdf




95

not required to be made out in accordance with Accounting Standards where the shareholders’ request specifies that a

directors’ report is not required to be prepared and that compliance with Accounting Standards is not required.

In addition, the annual financial report is only required to be audited where the shareholders’ request asks for an audit

to be performed (s.293(3), s.294A(3)).

6.7.5 Concession available to certain public companies undertaking crowd sourced funding

The Corporations Act contains a number of corporate governance concessions that are available to certain crowd-

sourced funding entities, which are designed to reduce the barriers to entities adopting the public company structure in

order to raise crowd-sourced funding. With the extension of the crowd source funding regime to proprietary

companies during 2018 (see the general eligibility requirements in section 3.4.2), these concessions have become less

important.

For details of when the concessions are available, see section 4.3.3.

Modified reporting to members

A company that satisfies the general eligibility criteria to claim the concessions (as noted in section 4.3.3) at the end of

the financial year only needs to provide its annual report (and concise report if any) via a website and does not need to

notify shareholders of alternative ways of receiving the reports or concise reports (s.314(1AF)).

Relief from holding an annual general meeting (AGM)

If the financial year end for a public company is within 18 months of the date of registration, or conversion, the

company does not need to hold an AGM if it satisfies the requirements to claim the concessions at the end of the

financial year (s.250N(5)).

For all subsequent financial years, the company does not need to hold an AGM if it satisfies the requirements to claim

the public company concessions at the end of that financial year. (s.250N(6)).

6.7.6 Signing the annual financial report and half-year financial report

The directors’ report and directors’ declaration must be prepared and signed off in time to comply with the lodgement

and distribution deadlines of the Corporations Act (as detailed above).

The directors’ report and directors’ declaration (made out in accordance with a directors’ resolution) need only be

signed by one director, for example, the chairman of the board. The board of directors can however choose to have

more than one director sign the directors’ report or directors’ declaration.

6.7.7 Notice of members’ meetings

In relation to proprietary companies and unlisted public companies, 21 days notice must be given for all members’

meetings (unless a longer notice period is specified in the company’s constitution). However, the Corporations Act

makes provision for the members to agree to a shorter notice period, other than notice periods for members’ meetings

in which a resolution will be moved to appoint or remove directors, or remove the auditor of the company.

In relation to listed companies, 28 days notice must be given for all members’ meetings, unless a longer notice period is

specified in the company’s constitution.

Australian financial reporting guide | Other financial reporting considerations

96

7 Other financial reporting

considerations

In addition to the core reporting requirements of Part 2M.3 of the

Corporations Act, entities also need to consider a number of other

requirements and recommendations when reporting their financial

performance and position



7.1 Continuous

disclosure

An overview of continuous disclosure

obligations required by the ASX and

Corporations Act.

Disclosing entities

7.2 Half-year reports Half year reporting requirements disclosing

entities

Disclosing entities

7.3 Concise reports An overview of the requirements of the

Corporations Act which permit an entity to

prepare a concise report in addition to their

full financial report

Companies, registered schemes and

disclosing entities that elect to prepare a

concise report

7.4 Foreign companies An overview of the Corporations Act and ASX

Listing Rule reporting requirements for

foreign companies.

Foreign companies registered in Australia

7.5 Relevant financial

reporting

An overview of the relevant financial

reporting techniques which can be applied

to ensure that users of financial statements

are provided with relevant and reliable

information that is useful. This section also

includes an illustrative example of a

disclosure after applying the techniques of

relevant financial reporting.

All entities

7.1 Continuous disclosure

Chapter 6CA of the Corporations Act sets out an entity’s continuous disclosure obligations, which is dependent on the

type of entity.

7.1.1 Listed disclosing entities bound by disclosure requirements in market listing rules

Listed disclosing entities bound by disclosure requirements in market listing rules (such as the ASX) are subject to

continuous disclosure obligations under s.674 of the Corporations Act. In terms of s.674 the entity must notify the

market operator (e.g. the ASX) about events or matters as they arise if the information:

Is not generally available

Is information that could have a material effect on the price or value of an entity’s securities.


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7.1.2 Continuous disclosure obligations arising under the ASX Listing Rules

ASX Listing Rule 3 Continuous disclosure sets out the continuous disclosure requirements with which an entity listed

on the ASX must comply. Under ASX Listing Rule 3.1 a listed entity must immediately inform the ASX of information that

is expected to have a material effect on the price or value of the entity’s securities, once the entity becomes aware of

the information.

The following are examples of the type of information that could require disclosure under listing rule 3.1:

A transaction that will lead to a significant change in the nature or scale of the entity’s activities

A material mineral or hydro-carbon discovery

A material acquisition or disposal

The granting or withdrawal of a material licence

The entry into, variation or termination of a material agreement

Becoming a plaintiff or defendant in a material law suit

The fact that the entity’s earnings will be materially different from market expectations

The appointment of a liquidator, administrator or receiver

The commission of an event of default under, or other event entitling a financier to terminate, a material financing

facility

Under subscriptions or over subscriptions to an issue of securities (a proposed issue of securities is separately

notifiable to the ASX under listing rule 3.10.3)

Giving or receiving a notice of intention to make a takeover

Any rating applied by a rating agency to an entity or its securities and any change to such a rating.

Listing rule 3.1 however, does not apply to information under the following conditions:

One of the following applies to the information:

‒ It would be a breach of a law to disclose the information

‒ The information concerns an incomplete proposal or negotiation

‒ The information comprises matters of supposition or is insufficiently definite to warrant disclosure

‒ The information is generated for the internal management purposes of the entity

‒ The information is a trade secret

The ASX agrees that the information is confidential

A reasonable person would not expect the information to be disclosed.

Guidance note 8 Continuous Disclosure: Listing Rules 3.1 – 3.1B provides more detailed information to help listed

entities understand and comply with their continuous disclosure obligations.

In addition, Listing Rule 3 has a number of other specific disclosure requirements in relation to particular transactions

or events, e.g:

Takeover bids, buy-backs and capital transactions

Details of escrow restrictions over securities

Information about options

Outcomes of meetings, changes in office holders, registers of offices

Copies of documents sent to security holders and security holder requisitions

Documents given to overseas stock exchanges

Specific disclosures if loans are an asset of the entity

Information about ownership limits

Directors interests.

On 28 November 2018, the ASX released a consultation paper Simplifying, clarifying and enhancing

the integrity and efficiency of the ASX listing rules. This consultation paper proposes numerous

changes to the ASX Listing Rules and related guidance, including the continuous disclosure

requirements. More information on the consultation paper can be found at www.asx.com.au.


http://www.asx.com.au/documents/rules/gn08_continuous_disclosure.pdf

http://www.asx.com.au/


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7.1.3 Unlisted disclosing entities and other disclosing entities not subject to Corporations Act s.674

Unlisted disclosing entities (and other disclosing entities not subject to s.674 of the Corporations Act) are subject to

continuous disclosure obligations under s.675 of the Corporations Act. Section 675 requires these entities to make

material information (i.e. information that would, if available, have a material effect on the price or value of the entities

securities) available to ASIC as soon as practicable after becoming aware of it.

ASIC Regulatory Guide 198 Unlisted disclosing entities: Continuous disclosure obligations provides guidance on how

unlisted disclosing entities should comply with their continuous disclosure obligations under the Corporations Act.

Under this Regulatory Guide, ASIC permits unlisted entity to effectively satisfy their continuous disclosure obligations

under s.675 by making the information available on the entity’s website, rather than lodging the information with ASIC.

In order to take advantage of this alternative, unlisted disclosing entities must:

Be satisfied that most of its investors are likely to look for information of this kind on its website

Notify existing and new investors that it makes disclosure available in this way

Disclose any material information on its website in a timely fashion in accordance with the good practice guidance

in the Regulatory Guide.

7.2 Half-year reports

7.2.1 Corporations Act requirements

Under s.302 disclosing entities must:

Prepare a financial report and directors’ report for each half year end

Have the financial report audited or reviewed

Obtain an auditor’s report

Lodge the half year report, directors’ report and audit report with ASIC (except for listed entities that have lodged

with ASX who are relieved from the requirement in terms of ASIC Corporations (Electronic Lodgment of Financial

Reports) Instrument 2016/181).

Furthermore, under s.304, half year reports must comply with Accounting Standards and regulations and therefore

must be prepared in accordance with AASB 134 Interim Financial Reporting.

Entities preparing Tier 2 (RDR) are exempt from some of the disclosure requirements set out in AASB 134. The

Accounting Standard sets out disclosure requirements from which Tier 2 entities are exempt by shading the exempted

requirements and adding special ‘RDR’ paragraphs. These disclosures include:

The presentation of a third statement of financial position

Segment disclosures

Disclosure of compliance with Accounting Standards

Disclosures relating to seasonal information

Disclosures required by AASB 3 Business Combinations in half-year financial reports.

If an entity applying RDR chooses to present these disclosures, they must be prepared in accordance with the relevant

Accounting Standards.

Under s.323D(5), an entity’s half-year is the first six months of an entity’s financial year (see section 6.2 for more

information about financial years). A half-year can be up to seven days longer or shorter than the six month period.

Where a disclosing entity has a short first financial year, ASIC Corporations (Disclosing Entities) Instrument 2016/190

provides relief from the requirements to comply with s.302 or s.306, i.e. there is no requirement to prepare and lodge

half-year financial reports. Listed disclosing entities seeking to take advantage of the relief in the instrument must give

to the operator of the prescribed financial market (e.g. ASX) that it intends to rely on the instrument. Similarly, unlisted

disclosing entities must give notice to ASIC of its intention to rely on the instrument.


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7.2.2 ASX requirements for listed disclosing entities

Disclosing entities listed on the ASX are required to comply with additional ASX reporting requirements in half-year

reports.

Under Chapter 4 Periodic Disclosure of the ASX Listing Rules the following information must be included in the

Appendix 4D:

Source Requirement

ASX-LR 4.2A.3 ASX listed entities (other than mining exploration entities and oil and gas exploration entities)

must provide the following information to the ASX under ASX Listing Rule 4.2A.3:

Results for announcement to the market

ASX Appendix 4D, Item 2

Key information in relation to the following. This information must be identified as ‘Results

for announcement to the market’ and placed at the beginning of the report:

‒ The amount and percentage change up or down from the previous corresponding

period of revenue from ordinary activities


period of profit (loss) from ordinary activities after tax attributable to members


period of net profit (loss) for the period attributable to members

‒ The amount per security and franked amount per security of final and interim

dividends or a statement that it is not proposed to pay dividends

‒ The record date for determining entitlements to the dividends (if any)

‒ A brief explanation of any of the figures in (i) to (iv) necessary to enable the figures to

be understood

General information


Details of the reporting period and the previous corresponding period


Net tangible assets per security with the comparative figure for the previous corresponding

period

Investments


Details of entities over which control has been gained or lost during the period, including

the following:

‒ Name of the entity

‒ The date of the gain or loss of control

‒ Where material to an understanding of the report – the contribution of such entities to

the reporting entity’s profit from ordinary activities during the period and the profit or

loss of such entities during the whole of the previous corresponding period

Details of associates and joint venture entities including the name of the associate or joint

venture entity and details of the reporting entity’s percentage holding in each of these

entities and – where material to an understanding of the report - aggregate share of profits

(losses) of these entities, details of contributions to net profit for each of these entities, and

with comparative figures for each of these disclosures for the previous corresponding

period

Distributions


Details of individual and total dividends or distributions and dividend or distribution

payments. The details must include the date on which each dividend or distribution is

payable, and (if known) the amount per security of foreign sourced dividend or distribution


Details of any dividend or distribution reinvestment plans in operation and the last date for

the receipt of an election notice for participation in any dividend or distribution

reinvestment plan


100

Source Requirement

Audit information


For all entities, if the accounts contain an independent audit report that is subject to a

modified opinion, emphasis of matter or other matter paragraph, a description of the

modified opinion, emphasis of matter or other matter paragraph. The audit report or

review report must be provided as part of the report to the ASX.

Additional information for foreign entities


For foreign entities, which set of accounting standards is used in compiling the report (e.g.

International Financial Reporting Standards)

Presentation of information

Other than the information identified as ‘Results for announcement to the market’ (point (a)

below), the information may be presented in whatever way is the most clear and helpful to

users, e.g. combined with the body of the report, combined with notes to the accounts, or set

out separately.

See section 9.4 Using the Deloitte model half-year report.


The following table summarises the reporting deadlines for half-year reports under the Corporations Act and ASX

Listing Rules (where relevant).

Source Requirement Listed disclosing entity Non-listed disclosing entity

ASX 4.2A,

ASX 4.2A.3, ASX 4.2B

Lodgement of Appendix 4D

with the ASX

As soon as available (no later than

when half-year reports are lodged

with ASIC, and no later than 2

months after the half-year end)28

n/a

ASX 4.2A,

ASX 4.2A.1, ASX 4.2B

Lodgement of the

Corporations Act half-year

report with the ASX

As soon as available (no later than

when half-year reports are lodged

with ASIC, and no later than 2

months after the half-year end)29

n/a

s.320 Lodgement of the

Corporations Act half-year

report with ASIC

n/a

(ASIC-CI 2016/181)

Within 75 days after the half-year

end

The following table summarises the reporting deadlines for half-year reporting periods ending 31 December 2018.

Note: These reporting deadlines will be applicable to the majority of entities; however, care should be taken to ensure

that the dates noted below are the appropriate dates for the entity in question.

Requirement Listed disclosing entity Non-listed disclosing entity

Lodgement of Appendix 4D with the ASX 28 February 2019 n/a

Lodgement of the Corporations Act half-

year report with the ASX

28 February 2019

15 March 201930

n/a

Lodgement of the Corporations Act half-

year report with ASIC

n/a 18 March 201931

28 Mining exploration entities or oil and gas exploration entities are not required to provide the information set out in the Appendix 4D 29 The deadline for lodgement of the half-year report for mining exploration entities or oil and gas exploration entities is 75 days after

the end of the accounting period. 30 Explorers only – within 75 days after the half-year end. As 16 March 2019 falls on a Saturday, under the ASX Listing Rules, the

deadlines must be met on the immediately preceding business day 31 As 16 March 2019 falls on a Saturday, the Acts Interpretations Act 1901 permits the deadline to be met on the next day that is not a

Saturday, Sunday or public holiday (see section 6.7.2).


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7.3 Concise reports

7.3.1 Concise reporting concept

In accordance with s.314(1) a company, registered scheme or disclosing entity (excluding companies limited by

guarantee) may elect to provide its members with a concise report instead of a full financial report. However, in

accordance with s.316 a member may request company, registered scheme or disclosing entity to send the full financial

report, directors’ report and auditor’s report instead of the concise report32.

Concise reports were originally introduced with the aim of reducing costs in relation to annual reports. Concise reports

aim to provide members with information relevant to evaluating the performance and prospects of the business,

without giving them fully detailed accounting disclosures.

The requirements of the Corporations Act relating to concise financial reports are based on the view that a concise

financial report can provide members with information relevant to evaluating the business, without giving them fully

detailed accounting disclosures. For some members, the provision of less detailed information is expected to be

sufficient to meet member’s needs for an understanding of the financial performance, financial position and financing

and investing activities of the company, registered scheme or disclosing entity. The minimum content required in a

concise report is intended to provide sufficient information to permit members to identify if and when they consider it

would be useful to obtain more comprehensive and detailed information by requesting a copy of the full financial

report.

7.3.2 Contents of a concise report

Under s.314(2) a concise report for a financial year consists of:

A concise financial report prepared in accordance with ‘accounting standards made for the purpose of s.314(2)’

(being AASB 1039 Concise Financial Reports, see section 7.3.4)

The directors’ report

An audit report

A copy of any qualification and of any statements included in the emphasis of matter section of the auditor’s report

on the financial report

A statement that the report is a concise financial report and a full financial report and auditor’s report will be sent

to any member free of charge on request.

The Corporations Act does not require the concise financial report to include a directors’ declaration. However, to be

consistent with the preparation of the full financial report the preparation of a directors’ declaration is encouraged.

7.3.3 Requirements for the contents of the concise reports

The financial statements and specific disclosures required in a concise financial report must be derived from the

financial report of the entity. Any other information included in a concise financial report must be consistent with the

financial report of the entity. Where an entity is the parent of a group, AASB 1039 applies to the consolidated financial

statements of the entity and the notes to those statements, and does not require that parent financial information be

provided.

The directors’ report in the concise financial report must be the same as that in the financial report, except that

references to notes in the financial statements are omitted. However, where any of the following information has been

transferred out of the directors’ report into a document forming part of the annual report in accordance with

ASIC-CI 2016/188, the concise report must include the documents that contain this information:

Auditors’ independence declaration (s.298(1)(c))

Information to give a true and fair view (s.299(1A))

General information about operations and activities (s.299)

Information about the entity’s operations, financial position, business strategies and future prospects (s.299A).

In addition, any page references in the directors’ report must be updated as necessary.

32 Certain concessions are available for eligible public companies using crowd-sourced funding (see section 0)


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7.3.4 AASB 1039 Concise Financial Reports

The AASB has made AASB 1039 Concise Financial Reports (AASB 1039) to be used when preparing concise financial

reports under s.314(2).

The purpose of AASB 1039 is to specify the minimum content of a concise report, which is as follows:

A statement of profit or loss and comprehensive income for the annual reporting period which in terms of

AASB 101.10A may be presented as either:

A single statement with the profit or loss section presented first followed directly by the other comprehensive

income, or

In two separate but consecutive statements.

A statement of financial position as at the end of the annual reporting period

A statement of cash flows for the annual reporting period

A statement of changes in equity for the annual reporting period

Certain specific note disclosure.

Where there are particular features of the operations and activities of the entity that are significant, the entity may need

to provide additional information in the concise financial report if it is likely that the concise financial report would be

misleading without such disclosures. Similarly, members benefit from industry-specific disclosures, for example,

disclosure of additional information by mining companies in relation to exploration and evaluation expenditure and

decommissioning costs, and by banks and other financial institutions in relation to doubtful debts.

The content required in a concise financial report shall be derived from the financial report of the entity. Any other

information included in a concise financial report shall be consistent with the financial report of the entity. This means

that the accounting policies relating to recognition and measurement applied in the preparation of a concise financial

report to be the same as those adopted in the preparation of the financial report (AASB 1039 paragraphs 12 and 13).

Although AASB 1039 prescribes the minimum information to be disclosed in a concise financial report, it does not

prescribe the format in which the information is to be presented. The format for the presentation of information in a

concise financial report is developed having regard to the particular circumstances of the entity and the presentation of

relevant, reliable, understandable and comparable information about the entity’s financial performance, financial

position and financing and investing activities. Entities are encouraged to develop a format that best meets the

information needs of their members (AASB 1039.14).

For the full requirements of AASB 1039, refer to the Standard, which can be found at www.aasb.gov.au.

http://www.aasb.gov.au/admin/file/content105/c9/AASB1039_08-08_COMPjan15_07-15.pdf


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7.4 Foreign companies

7.4.1 Requirements for registration

In general, foreign companies are not permitted to carry on business in Australia (within the meaning of that term for

the purposes of the Corporations Act) unless they are registered (s.601CD). A company becomes registered by lodging

Form 402 Application for registration as a foreign company with ASIC, together with the prescribed supporting

documents. Registered companies are given an Australian Registered Body Number (ARBN) and must always have a

local agent in Australia.

7.4.2 Corporations Act reporting requirements


Under s.601CK, registered foreign companies are required, at least once in every calendar year, lodge with ASIC a copy

of its:

Balance sheet made up to the end of its last financial year

Cash flow statement for its last financial year

Profit and loss statement for its last financial year.

The documents are to be provided in such form and containing such particulars and including copies of such

documents as the company is required to prepare under the laws applying in its place of origin. The documents must

be accompanied by a statement in writing that the copies are true copies of the documents so required, which is met by

using Form 405 Statement to verify financial statements of a foreign company.

If ASIC believes the documents do not sufficiently disclose a registered foreign company’s financial position, it has the

discretion to require a foreign company to lodge additional documents, which may be required to be audited

(s.601CK(3)).

ASIC has released ASIC Regulatory Guide 58 Reporting by registered foreign companies and Australian companies with

foreign shareholders (ASIC RG 58). This provide more detailed information about the requirements for registered foreign

companies and can be found at www.asic.gov.au.

Where documents are not prepared

Where a registered foreign company is not required by the law of its place of incorporation to prepare a balance sheet,

cash flow statement or profit or loss statement, the registered foreign company is required to prepare those

documents as if the company were a public company incorporated under the Corporations Act (s.601CK(5)-(6)).

Relief for certain entities

Registered foreign companies are not required to lodge financial reports with ASIC if all conditions of ASIC Corporations

(Foreign-Controlled Company Reports) 2017/204 are met (see section 4.5.2).

In summary terms, in order to be eligible for relief, the entity must:

Be subject to similar requirements to those applying to proprietary companies (see section 3.1.2), such as the

restriction on the number of shareholders and fundraising

Not be required to prepare financial statements under the law of its jurisdiction

Not be a disclosing entity, borrowing corporation or guarantor of a borrowing corporation at any time during the

year

Not be considered ‘large’ under a test similar to that applied to proprietary companies (see section 3.1.2)

Either:

Not be part of a ‘large group’ (by reference to revenue, asset and employees), or

Is covered in consolidated financial statements for the whole financial year lodged with ASIC by a company,

registered foreign company or disclosing entity controlling the entity for the entire financial year.

Entities eligible for relief must still lodge an annual return with ASIC using ASIC Form 406 Annual return of a foreign

company.

https://download.asic.gov.au/media/4798272/rg-58-published-03-july-2018.pdf


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Specific relief for New Zealand entities

s.601CDA(a) permits the regulations to prescribe particular countries for which the foreign company requirements of

the Corporations Act, insofar as they apply to the requirement to lodge documents or copies of documents, do not

apply. Corporations Regulation 5B.2.05 Prescribed countries (Act s 601CDA(a)) currently lists New Zealand as the only

prescribed country for these purposes.

Accordingly, a New Zealand company that carries on business in Australia is not required to lodge information or a copy

of a document with ASIC under s.601CK if the company has given the information or a copy of the document to an

authority equivalent to ASIC in New Zealand.

7.4.3 Foreign companies listed on the ASX

The ASX Listing Rules permit foreign companies to list on the ASX. One of the requirements for such entities to be listed

is that the entity is a registered foreign company carrying on business in Australia under the Corporations Act.

In some cases, a foreign company may list on the ASX as an ‘ASX Foreign Exempt Listing’ where the entity is listed on a

foreign exchange, is subject to listing rules (or their equivalent) in its home exchange, and meets various other

conditions. Entities that are listed on the ASX as a ‘ASX Foreign Exempt Listing’ are not required to comply with the

periodic reporting requirements of the ASX Listing Rules (see section 4.6.2). Instead, such entities are required to

immediately provide to the ASX all the information that it provides to its home exchange and also make an annual

statement that it continues to meet the listing rules of its home exchange (ASX Listing Rules 1.11-1.15).

Other foreign entities are required to comply with the ASX Listing Rules as appropriate, including the periodic reporting

requirements under Chapter 4 of the ASX Listing Rules (see section 4.6.2). These rules include some modifications to

the general requirements, including:

Permitting entities to utilise accounting standards other than those applying in Australia when preparing financial

information, so long as those accounting standards are acceptable to the ASX

Requiring the lodgement of annual reporting documents the entity lodges under s.601CK of the Corporations Act in

lieu of financial reports under Part 2M.3 of the Corporations Act

Requiring the lodgement of half-year reporting documents the entity lodges under the law in its home jurisdiction

rather than those required by the Corporations Act33.

7.4.4 Foreign residents operating a permanent establishment in Australia

In accordance with s.3CA of the Tax Administration Act, foreign residents that operate a permanent establishment in

Australia are subject to a requirement to lodge general purpose financial statements with the Australian Tax Office.

In general, a foreign resident that is a member of consolidated group whose annual global income exceeds A$1 billion

will be subject to the requirements, unless the entity is otherwise required to lodge, and lodges, general purpose

financial statements with ASIC.

More information about these requirements can be found in section 4.7.

33 However, where the entity is not required to prepare half-year reports, it is required to prepare such reports


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7.5 Relevant financial reporting

7.5.1 The purpose of financial reporting

There is a widely held perception amongst both preparers and users that financial reports are less relevant than they

could be. Over the years, the piecemeal addition of new disclosure requirements combined with the use of technical

jargon and/or boilerplate language has, in many cases, led to financial statements that are unwieldy, lacking in

coherency and therefore difficult to understand.

Recently, there has been a push by both Australian and international regulators and standard setters towards

encouraging meaningful communication rather than just compliance in financial reporting. For instance, ASIC has

stated they encourage efforts to communicate information more clearly in financial reports and will not pursue

immaterial disclosures that may add unnecessary clutter to financial reports.

The purpose of ‘relevant financial reporting’ is to improve financial statement disclosure, thereby enabling the directors

to tell their ‘story’ in a more effective manner and to ensure that users are provided with relevant and reliable

information that is useful. With this as the focus, there is a range of ways to make financial statements more relevant

from ‘quick wins’ to a ‘complete overhaul’.

7.5.2 Impact of the IASB disclosure initiative

The IASB’s disclosure initiative project is implementing improvements to Accounting Standards to assist entities in

making more relevant disclosure in their financial reports.

The amendments made to AASB 101 Presentation of Financial Statements by AASB 2015-2 Amendments to Australian

Accounting Standards – Disclosure Initiative: Amendments to AASB 101 provide clarification regarding the disclosure

requirements in AASB 101, including narrow-focus amendments to address concerns about existing presentation and

disclosure requirements and to ensure entities are able to use judgements when applying a Standard in determining

what information to disclose in their financial statements.

The amendments provide additional guidance and clarification on the application of materiality to financial statements,

aggregation, disaggregation and sub-totals in the primary financial statements and the ordering and grouping of the

notes to the financial statements.

For example, paragraph 114 of AASB 101 provides the following examples of systematic ordering or grouping of the

notes:

Giving prominence to the areas of its activities that the entity considers to be most relevant to an understanding of

its financial performance and financial position, such as grouping together information about particular operating

activities

Grouping together information about items measured similarly such as assets measured at fair value

Following the order of the line items in the statement(s) of profit or loss and other comprehensive income and the

statement of financial position.

Entities should exercise judgement when considering how to apply the disclosure initiative amendments to AASB 101 in

order to provide relevant information to users and to enhance the understandability and comparability of its financial

statements, taking into account regulatory requirements where appropriate.

In addition, the IASB and AASB have issued Practice Statement 2 Making Materiality Judgements. The Practice Statement

provides guidance on the general characteristics of materiality, a four-step process entities can use in making

materiality judgements, and guidance on how to make materiality judgements in specific circumstances. The IASB has

also issued amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors clarifying the definition

of material.

The IASB continues to explore additional sub-projects in its overall disclosure initiative project, and further amendments

and guidance are expected in the future.


106

7.5.3 Techniques that entities can use

Examples of techniques that can be applied to create relevant financial reporting are shrink, structure and sharpen:

Shrink

Remove ‘boiler-plate’ accounting policy narrative that is not applicable to the client. Do not disclose accounting

policies that might only become relevant in the future

Only discuss accounting standards that have been issued, but that are not yet effective, where these are material to

the entity

Tailor disclosures about significant judgements and estimates to only include those items that have a material

impact on the financial statements

Remove immaterial note disclosures (for example, disclosure of prepayments and disclosure of insignificant

defined benefit schemes)

Apply materiality assessments to financial instrument disclosures and other disclosures

Make use of cross-referencing to avoid repetition within the financial report

Make reductions through the creative use of tables, graphs, graphics and font.

Structure

Reorder disclosures in order of importance with the most relevant information presented first. For example, notes

relating to performance presented first, with notes relating to less material items presented last

Group related notes together. For example:

‒ Performance notes (segment report, revenue and expenses, taxation and working capital)

‒ Group structure notes (business acquisitions, subsidiaries, deed of cross guarantee and parent entity

information)

Include accounting policy narrative within the note to which it relates. For example, include the property, plant and

equipment accounting policy within the property, plant and equipment note

Improve structure through the creative use of tables, graphs, graphics and font

Include details of significant estimates and judgements within the note to which they relate.

Sharpen

Tailor disclosures to describe the actual circumstances of the company

Avoid the use of generic ‘boiler plate’ language

Replace accounting jargon and technical language with plain English. For example, use short sentences, full terms

instead of abbreviations, simple language and active voice in written narrative

Improve the design through creative use of tables, graphs, graphics, colour and font.

The key message of relevant financial reporting is to ensure that the disclosures are relevant to the entity’s specific

circumstances. Each entity is different and the key disclosures will accordingly be different for every entity.

The example disclosures on the following pages are intended as an example of the techniques used in preparing

relevant financial reports. Certain disclosures have been reduced or removed as they are not considered material

or relevant in the context of the entity’s circumstances. However, other entities may find the example disclosures

do not represent the best way to present their particular circumstances and instead develop their own disclosures

using the techniques illustrated, rather than focusing on the disclosures as a ‘boilerplate’ for how to produce

relevant financial reports.


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7.5.4 Illustrative disclosure

Applying the techniques to create relevant financial reporting, below is an illustrative disclosure of note 19 - Property,

plant and equipment presented in the Deloitte model IFRS financial statements which is suitable as a guide only. Each

entity shall consider its respective circumstances and amend the disclosures as necessary. We recommend that you

compare the below illustrative disclosure with the illustrative disclosure in note 19 of the Deloitte model IFRS financial

statements to view the differences between the two illustrative disclosures.

Note 19 includes line items without amounts to illustrate items that are commonly encountered in practice. These line

items, where they have a nil value are not required to be disclosed.

Source International GAAP Holdings Limited

Assets and liabilities used in operations

…

Note 19. Property, plant and equipment

Applying the techniques to create relevant financial reporting, the group has structured its

financial statements by grouping the notes into the below categories. The property, plant and

equipment note is included in the ‘Assets and liabilities used for operations' category’:

Financial performance

Assets and liabilities used for operations

Capital structure and risk management

Other

AASB 116.73(a)

AASB 116.73(d),(e)

AASB 116.74 (b)

RDR: See AASB 116.73(e)

Land and

buildings

Plant and

machinery

Fixtures

and fittings Total

$’000 $’000 $’000 $’000

Year ended 31 December 2017

At 1 January 2017:

AASB 116.73(d) Gross carrying amount

AASB 116.73(d) Accumulated depreciation and

impairment loss

AASB 13.93(e) Carrying amount

AASB 116.RDR73.1 Additions

Disposals

Depreciation

Exchange differences

Others [describe]

AASB 13.93(e) Balance at 31 December 2017


108


Note 19. Property, plant and equipment (continued)

AASB 116.73(a)

AASB 116.73(d),(e)

AASB 116.74 (b)


Land and

buildings

Plant and

machinery

Fixtures

and fittings Total

$’000 $’000 $’000 $’000

Year ended 31 December 2018

At 1 January 2018:

AASB 116.73(d) Gross carrying amount

AASB 116.73(d) Accumulated depreciation and

impairment loss

AASB 13.93(e) Carrying amount

Additions

Disposals

Transferred as consideration for

acquisition of subsidiary

Derecognition on disposal of subsidiary

Acquisitions through business

combinations

Reclassified as held for sale

Revaluation increase

Depreciation

AASB 136.126(a)

Impairment losses recognised in profit

or loss

AASB 136.73(e)(viii) Effect of foreign currency exchange

differences

Others [describe]

AASB 13.93(e) Balance at 31 December 2018

Balance at 31 December 2018

Gross carrying amount

Accumulated depreciation and

impairment loss

AASB 116.73(a),(b) Land and buildings are measured at their revalued amount, being the fair value at the date of

revaluation, less any subsequent accumulated depreciation and subsequent impairment losses.

All other items of property, plant and equipment are measured at cost, less any recognised

impairment loss.

AASB 116.73(c) The following useful lives are used in the calculation of depreciation:

Buildings

Plant and equipment

Equipment under finance lease

20 – 30 years

5 -15 years

5 years

The Group has summarised the reconciliation of property, plant and equipment by reconciling

the carrying amounts of property, plant and equipment at the beginning and end of the period

(as opposed to reconciling both the gross carrying amount and accumulated depreciation and

impairment).


109



AASB 116 Property, Plant and Equipment does not specifically require a reconciliation of both the

gross carrying amount and accumulated depreciation and impairment. The disclosure

requirements include the following:

AASB 116.73(d) The gross carrying amount and the accumulated depreciation (aggregated with accumulated

impairment losses) at the beginning and end of the period

AASB 116.73(e)


A reconciliation of the carrying amount at the beginning and end of the period showing the

movements during the period (set out in AASB 16.73(d)).

The Group has changed the structure of its financial statements by including accounting

policies in the relevant subsection of the property, plant and equipment note. Furthermore, the

Group has shrunk the property, plant and equipment accounting policy by disclosing only key

accounting policies and not including details of accounting policies where there is no accounting

policy choice under Accounting Standards. As an alternate the Group could include all key

accounting policies in a separate sub-section in the property, plant and equipment note.

Freehold land and buildings

AASB 116.73(a),(b), 77(a), (b)

AASB 13.91(a), 93(d), 93(h)(i)

Freehold land and buildings are measured at fair value such that the carrying amounts do not

differ materially from those that would be determined using fair values at the end of each

reporting period. Qualified independent valuers [Name of valuers] were engaged in the current

and prior year to perform the valuations.

Land valuations are based on the comparisons with transactions of similar property and are a

‘Level 2’ fair value measurement. The fair value of buildings are estimated based on adjusted

estimated replacement costs and are a ‘Level 3’ fair value measurement. These valuation

methods are significantly impacted by market prices for land and by changes in construction

costs and notional depreciation factors for buildings.

Assets pledged as security

AASB 116.74(a) Freehold land and buildings with a carrying amount of CU million (2017: CU million) have been

pledged to secure borrowings of the Group (see note 32). The Group is not allowed to pledge

these assets as security for other borrowings or to sell them to another entity.

In addition, the Group’s obligations under finance leases (see note 36), all of which relate to plant

and machinery and have a carrying amount of CU million (2017: CU million), are secured by the

lessors’ title to the leased assets.

The group has shrunk its property, plant and equipment note by making use of cross-

referencing to avoid repetition within the financial report and focusing the disclosures on those

that are considered most material and relevant to the entity’s circumstances. In addition,

information about the fair value hierarchy has been incorporated into the narrative, as this

valuation approach applies to both land and buildings and to each of those classes in their

entirety and so the amounts are evident from the reconciliation amount above.

However, in doing this it is important that the relevant disclosures required by AASB 116 are

disclosed where they are material or relevant to the entity’s specific circumstances (e.g.

information about the original cost of property, plant and equipment measured on the fair value

basis, detailed information about significant inputs and other factors affecting the fair value of

property, plant and equipment, the existence and amounts of restrictions on title, and property,

plant and equipment pledged as security for liabilities, or other requirements.

The Deloitte model IFRS financial statements indicate that “There were no transfers between

Level 1 and Level 2 during the year.” (AASB 13.93(c)). AASB 13 Fair Value Measurement does not

specifically require (or recommend) a statement to be disclosed where there have been no

transfers of amounts between Level 1 and Level 2 of the fair value hierarchy. Therefore the

group has shrunk its financial statements by removing this disclosure.


110



Impairment losses recognised in the year

AASB 136.130(a) to (g)

During the year, as the result of the unexpected poor performance of a manufacturing plant, the

Group carried out a review of the recoverable amount of that manufacturing plant and the

related equipment. These assets are used in the Group’s [name segment] reportable segment.

The review led to the recognition of an impairment loss of $ ____, which has been recognised in

profit or loss. The Group also estimated the fair value less costs of disposal of the manufacturing

plant and the related equipment, which is based on the recent market prices of assets with

similar age and obsolescence. The fair value less costs of disposal is less than the value in use

and hence the recoverable amount of the relevant assets has been determined on the basis of

their value in use. The discount rate used in measuring value in use was ____ per cent per annum.

No impairment assessment was performed in 2017 as there was no indication of impairment.

AASB 136.131 Additional impairment losses recognised in respect of property, plant and equipment in the year

amounted to $ ____. These losses are attributable to greater than anticipated wear and tear.

Those assets have been impaired in full and they belonged to the Group's [name segment]

reportable segment.

AASB 136.126(a) The impairment losses have been included in profit or loss in the (other expenses/cost of sales]

line item.

The group has shrunk the impairment disclosure by including, what it considers to be material

information.

As an alternate, the group could change the structure its property, plant and equipment note

by including information about the impairment of property, plant and equipment in a separate

note which discloses the required information about the impairment of goodwill and all non-

financial assets.

AASB 101.125, 129 Key estimates

During the current year, the directors determined that the useful lives of certain items of

equipment should be shortened, due to developments in technology.

The financial effect of this reassessment, assuming the assets are held until the end of their

estimated useful lives, is to increase the depreciation expense in the current financial year and

for the next 3 years, by the following amounts:

Year ending $’000s

2017

2018

2019

2020

The Group has changed the structure of its financial statements by including key sources of

estimation uncertainty in the relevant note.

As an alternate the key judgements and estimations could be incorporated in the relevant sub-

section of the property, plant and equipment note (as opposed to in a separate sub-section of

the property, plant and equipment note).

Australian financial reporting guide | What’s new in financial reporting?

111

8 What’s new in financial

reporting?

This section provides a high level overview of the key financial reporting

considerations for financial reporting periods ending on 31 December

2018.


Topic What is covered

8.1 Summary of changes An easy to follow summary of the key changes and other considerations for financial

reporting at 31 December 2018

8.2 Summary of new and

amended pronouncements

An overview table of all new accounting pronouncements that are mandatory for

31 December 2018

8.3 Australian specific

considerations

A brief summary of key changes and other considerations arising in Australia due to law

and regulatory changes and developments

8.4 Other developments Information about other developments that may impact financial reporting

8.5 Details of new and

revised financial reporting

pronouncements

More detailed summaries of key new pronouncements, legislation and regulatory

developments, with links to in-depth information

The information in this section was prepared as of 20 December 2018. We update this publication on a regular

basis and the latest edition can be found at www.deloitte.com/au/models.

As occurs so often with changes to accounting standards and financial reporting requirements, some of the new or

revised pronouncements and other information noted in this section may have a substantial impact on particular

entities. Therefore, it is important that the information is carefully reviewed for any potential impacts or

opportunities.


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8.1 Summary of changes

8.1.1 Relevant to full-year and half-year reports at 31 December 2018

The following considerations should be considered for both full-year and half-year financial reports at 31 December

2018.:

What’s changed? Who is affected? What needs to be considered?

Disclosure considerations

This is the first annual period in

which it is mandatory to apply

AASB 9 Financial Instruments

and AASB 15 Revenue from

Contracts with Customers

Virtually all entities will be

affected by the new

Standards

It is recommended that entities carefully consider their

transitional disclosure in both annual and half-year

reports (see the illustrative examples in Note 2 starting

on page 191). In addition, the items shown on the face

of the financial statements and throughout the notes

will likely change due to the new requirements

The implementation date for

the new standard on leases is

rapidly approaching (1 January

2019 for December year ends,

1 July 2019 for June year ends)

Entities which have leases

or arrangements which

may contain leases

The level of disclosures made in the financial report to

comply with Accounting Standard and regulatory

requirements need to be carefully considered (see page

118)

The AASB has issued guidance

on how to make materiality

judgements34

All entities however not

mandatory nor does it

change existing or

introduce new

requirements

Refer to the practical guidance and examples in AASB

Practice Statement 2 Making Materiality Judgements.to

assist in presenting financial information about the

entity that is useful to existing and potential investors,

lenders and other creditors in making decisions about

providing resources to the entity

Underlying accounting changes

Accounting for financial

instruments has changed


affected to some extent

The new requirements will have broad impacts,

including on the classification of financial instruments,

impairment (including how the allowance for doubtful

debts is determined), revised hedge accounting

requirements, removal of separate accounting for

embedded derivatives embedded within financial assets,

and own credit risk associated with financial liabilities.

Accounting for revenue has

changed


affected

The new revenue requirements are complex and much

more extensive than previous guidance. Even though

the outcomes may be the same for some revenue

streams, entities need to understand the new revenue

recognition process and ensure contracts are assessed

appropriately.

A number of amendments to

Accounting Standards become

applicable for the first time

Entities issuing insurance

contracts, share-based

payment, or with

prepayments or advanced

revenue denominated in

foreign currencies

Although these largely represent minor changes, in

some cases particular entities may be impacted. It is

important to understand the nature and detail of these

changes to determine if they could significantly impact

each entity.

34 The AASB Statement was issued in December 2017 and is consistent with the equivalent IFRS Practice Statement Making Materiality

Judgements issued by the IASB.


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What’s changed? Who is affected? What needs to be considered?

Other considerations

The Australian Federal

Government is in the process

of introducing new tax rates

and law for various companies

Entities with turnover of

less than $50 million may

benefit from phased-in

reduced income tax rates.

In addition, the

government has indicated

an intention to bring

forward the phase in of

these measures

The impacts of reduced tax rates will need to be

considered when undertaking current and deferred tax

accounting once the enabling legislation has been

‘substantively enacted’, which for entities with relevant

turnover less than $50 million, has already occurred (see

section 8.3.1), except for the proposed bringing forward

of the phase-in of the measures

The 2018-2019 Federal budget

proposed the introduction of

changes to the thin

capitalisation rules to prohibit

the ‘off-balance sheet’

revaluation of intangible assets

Entities that may be

impacted by the thin

capitalisation rules under

Australian tax law

The accounting impacts of this change should be

carefully considered by entities that rely, or intend to

rely, on the ‘off-balance sheet’ revaluation of intangible

assets in supporting interest deductions. Impacts vary

and include the calculation of current tax expense and

in forecast taxable profits used to support deferred tax

assets. These impacts would only be recognised when

the underlying legislation is substantively enacted

Significant global entities (SGEs)

are required to lodge general

purpose financial statements

with the Australian Tax Office

(ATO) where they have not

lodged general purpose

financial statements with ASIC

Members of groups that

have more than

A$1 billion in income and

which have not lodged

general purpose financial

statements with ASIC

Entities which are captured by these requirements

(which includes foreign residents operating permanent

establishments in Australia) have a number of choices in

achieving compliance, but cannot take advantage of the

ATO’s transitional relief in the current year. In addition,

there are a number of unresolved issues in how

compliance can be achieved in some circumstances (see

section 4.7 and section 8.3.3) and further proposals to

change the underlying legislation for the determination

of SGEs

The above table is a high-level summary and each entity will be affected differently. Accordingly, financial report

preparers’ should address their own specific circumstances when preparing their financial reports and also ensure

they fully consider all the requirements on the following pages.


114

8.2 Summary of new and amended pronouncements

The table below summarises the amended reporting requirements that must be applied for the first time for financial

years ending 31 December 2018 and half-years ending 31 December 2018 (see section 8.5 for a summary of each

pronouncement):

Date issued Pronouncement Effective for annual

reporting periods

beginning on or after

Applicable to annual reports and half-year reports

December 2014 AASB 9 Financial Instruments and related amending Standards 1 January 201835

May 2014 AASB 15 Revenue from Contracts with Customers and related amending

Standards

1 January 2018

July 2016 AASB 2016-5 Amendments to Australian Accounting Standards –

Classification and Measurement of Share-based Payment Transactions

1 January 2018

October 2016 AASB 2016-6 Amendments to Australian Accounting Standards – Applying

AASB 9 Financial Instruments with AASB 4 Insurance Contracts

1 January 2018

February 2017 AASB 2017-1 Amendments to Australian Accounting Standards – Transfers

of Investment Property, Annual Improvements 2014-2016 Cycle and Other

Amendments

1 January 2018

February 2017 AASB 2017-3 Amendments to Australian Accounting Standards –

Clarifications to AASB 4

1 January 2018

December 2017 AASB 2017-5 Amendments to Australian Accounting Standards – Effective

Date of Amendments to AASB 10 and AASB 128 and Editorial Corrections

1 January 201836

February 2017 Interpretation 22 Foreign Currency Transactions and Advance

Consideration

1 January 2018

35 Applicable to annual reporting beginning on or after 1 January 2019 for not-for-profit entities. 36 Although this standard is applicable to annual reporting periods beginning on or after 1 January 2018, the standard has the effect of

deferring the effective date of amendments to AASB 10 and AASB 128 to be effective from 1 January 2022 rather than 1 January 2018.

However, the editorial corrections contained within AASB 2017-5 are mandatory for half-years ending on 31 December 2018.


115

8.3 Australian specific considerations

Some of the Australian-specific and other related factors that need to be considered in the current reporting season:

8.3.1 Impacts of tax changes on current and deferred tax accounting

The Treasury Laws Amendment (Enterprise Tax Plan) Act 2017 was passed by the Parliament in May 2017 and received

Royal Assent on 19 May 2017, thereby enacting a phased-in reduction in the tax rate for companies with a relevant

turnover of less than $50 million.

As a result of these changes, the following tax rates will apply to affected companies:

Financial year Eligible company

turnover threshold

Tax rate

2015-16 $2 million 28.5%

2016-17 $10 million 27.5%

2017-18 $25 million 27.5%

2018-19 to 2023-24 $50 million 27.5%

2024-25 $50 million 27.0%

2025-26 $50 million 26.0%

2026-27 and thereafter $50 million 25.0%

The tax rate for other companies currently remains at 30%.

The new tax rates will need to be taken into account when conducting current and deferred tax accounting. Because

the tax rate is being phased-in, this requires affected entities to make an assessment of when temporary differences

are likely to reverse, so that the appropriate tax rate can be applied. For entities which are likely to be at the margin of

the turnover threshold, an assessment of whether the threshold will be met or not will also have to be made.

The impact of the reduction in tax rate will generally be recognised in profit or loss as part of income tax expense,

unless the deferred tax relates to an item which is recognised outside of profit or loss. For example, the impact of a

reduction in a deferred tax liability associated with an item of property, plant and equipment measured on the

revaluation basis under AASB 116 Property, Plant and Equipment will be recognised in the asset revaluation reserve to

the extent that deferred tax liability has been recognised in that reserve.

In August 2018, Federal Parliament made Treasury Laws Amendment (Enterprise Tax Plan Base Rate Entities) Act 2018, which

may impact the entities that are eligible to access the lower rates. Any impact of this change on particular entities

should be reflected from substantive enactment of the law.

Furthermore, the Federal Government signalled its intention to implement a more rapid phase-in of the above tax rates.

At the date of publication, these plans have not been substantively enacted and may not have majority support in the

Senate. However, should these changes be substantively enacted prior to an entity’s reporting date, a similar

adjustment to deferred taxes will need to be made by all affected entities.

Similarly, entities with operations in the United States may need to consider the impacts on current and deferred taxes

of changes in tax rates and tax laws that which were enacted late in 2017.


116

8.3.2 Accounting impacts of proposed changes to thin capitalisation rules

As part of the 2018-2019 federal budget, the Federal Government announced its intention to tighten Australia’s thin

capitalisation rules by requiring entities to align the value of their assets for thin capitalisation purposes with the value

included in their financial statements.

This measure is intended to apply to income years commencing on or after 1 July 2019 and all entities would then rely

on the asset values contained in their financial statements for thin capitalisation purposes. The budget statements note

that valuations that were made prior to 7.30pm (AEST) on 8 May 2018 may be relied on until the beginning of an entity’s

first income year commencing on or after 1 July 2019.

As the measures have not yet been passed by the Parliament, consideration of when the measure is substantively

enacted will be important, as AASB 112 Income Taxes requires current and deferred taxes to be measured using tax

rates and tax laws that have enacted or substantively enacted by the end of the reporting period. Where the legislation

has been enacted prior to the end of an entity’s financial year, it will need to be considered when undertaking tax

accounting.

Once substantively enacted, the change may have indirect impacts on accounting for income taxes, including:

Impacting the current tax calculation for affected income years

Impacting the assessment of future taxable profits used to support deferred tax assets, i.e. where forecast interest

deductions are no longer available, future taxable profits may be higher

Potentially affecting the tax bases of some financial liabilities (in some cases), where the future deductibility of the

interest component of a liability is changed.

8.3.3 General purpose financial statements of significant global entities

The Tax Laws Amendment (Combating Multinational Tax Avoidance) Act 2015 received Royal Assent on 11 December 2015.

The purpose of the Act was to introduce certain ‘tax transparency’ measures into the Income Tax Assessment Act 1997

and Tax Administration Act.

As part of negotiations with the Senate to pass the legislation, the Act was amended to include a requirement

(contained in section 3CA of the Tax Administration Act) whereby certain significant global entities, (broadly, members of

an accounting group that has global income of more than A$1 billion), that do not lodge GPFS with ASIC are required to

lodge GPFS with the ATO on or before the due date for lodgement of a relevant entity’s income tax return. The ATO

must provide a copy of the GPFS to ASIC. This measure applies for income years commencing on or after 1 July 2016.

The interpretation of the GPFS requirements was uncertain when the legislation was enacted, with many matters initially

identified for clarification. To this end, after a consultation process, in September 2017 the ATO released its near-final

guidance subject to an additional consultation period which closed in October 2017. In late December 2017, the ATO

released to respondents a Public advice and guidance compendium. This compendium responds to a number of matters

raised by respondents but at the date of publication of this Guide, no changes to the ATO’s original guidance have been

made. Additionally, a number of matters remain under consideration by the ATO.

Furthermore, the Federal Government has proposed to change the definition of a ‘significant global entity’ to increase

the number of entities that may be captured by the SGE requirements. As part of this change, the draft legislation,

which has not been substantively enacted as at 20 December 2018, proposes to introduce a new category of entity, a

‘country-by-country reporting entity’, which will have different criteria to a ‘significant global entity’. The draft legislation

proposes that only ‘country-by-country reporting entities’ will be required to lodge GPFS with the ATO in some

circumstances.

Given entities will be required to comply with the requirements in full in the current period (as the transitional approach

available was in respect of the first year of compliance only), impacted corporate tax entities need to ensure they

understand the issues and options for compliance. In many cases, this may mean that entities will simply choose to

prepare GPFS for lodgement with ASIC, thereby avoiding the ATO’s GPFS requirements.

More information about these requirements can be found in section 4.7.


117

8.4 Other developments

8.4.1 Climate-related financial disclosures

In December 2015, at the request of the G20, the Financial Stability Board established an industry-led task force on

climate-related financial disclosures that would help “financial market participants understand their climate-related

risks”. This request followed the Paris Agreement of December 2015, which committed nearly 200 governments to

strengthen the global response to the threat of climate change.

In December 2016, the task force published a proposed set of voluntary recommendations, compatible with current

market disclosure requirements, which aimed to provide investors, lenders and insurance underwriters with consistent

climate-related financial disclosures that are useful in understanding material climate-related risks. The draft report was

made available for a 60-day public consultation period which closed on 12 February 2017.

On 29 June 2017 the task force released three documents which describe and support the implementation of the task

force’s recommendations:

Final Report: Recommendations of the Task Force on Climate-related Financial Disclosures which sets out the task

force’s recommendations for helping businesses disclose climate-related financial information. The recommended

disclosures focus on climate-related risks (including physical and transitional risks) and opportunities (including

better resource efficiency), and related financial impacts on cash flows, assets and liabilities, net income and other

metrics. They result in more quantitative financial disclosures and, in particular, reporting metrics about the actual

or possible financial impact of climate-related risks. The report can be found at www.fsb-tcfd.org

Annexure: Implementing the Recommendations of the TCFD which provides the next level of detail to help companies

implement the recommendations. The annexure can be found at www.fsb-tcfd.org

Technical Supplement: The Use of Scenario Analysis in Disclosure of Climate-Related Risks and Opportunities which

describes key publicly available scenarios and resources on scenario analysis. The technical supplement can be

found at www.fsb-tcfd.org.

The “widely adoptable” recommendations are intended to encourage market-led, industry-focused initiatives within the

financial reporting envelope, and address governance, strategy, risk management, and metrics and targets. They are

applicable to all organisations, with emphasis on the financial sector, including banks, insurance companies, asset

managers and asset owners.

In September 2018, ASIC released a media release, 18-273MR ASIC reports on climate risk disclosure by Australia’s listed

companies. ASIC noted that of the 60 listed companies in its ASX 300 sample, 17% identified climate risk as a material

risk to their business. AISC also noted that while most of the reviewed ASX 100 entities had considered climate risk to

the company’s business to at least some extent, disclosure practices were considerably fragmented, with information

provided to the market in differing forms across a wide range of means of disclosure. In some cases, the review found

climate risk disclosures to be far too general, and of limited use to investors. The full text of the media release can be

found at www.asic.gov.au.

Furthermore, the AASB and Auditing and Assurance Standards Board (AuASB) together released a bulletin on Climate-

related and other emerging risks disclosures: assessing financial statement materiality using AASB Practice Statement 2 (APS 2)

which guides directors, preparers and auditors will be considering APS 2, when preparing and auditing financial

statements for their next half and full year ends.

The press release accompanying the bulletin notes:

Even though the guidance in APS 2 is not mandatory, it represents the IASB’s best practice interpretation of

materiality and entities in Australia are already being subject to law suits regarding lack of disclosure

Given investor statements on the importance of climate-related risks to their decision making, the impact of the

materiality definition and AASB Practice Statement 2 Making Materiality Judgements is that entities can no longer

treat climate-related risks as merely a matter of corporate social responsibility and should consider them also in

the context of their financial statements.

The full text of the AASB/AuASB bulletin can be found at www.aasb.gov.au.

https://www.fsb-tcfd.org/wp-content/uploads/2017/06/FINAL-TCFD-Report-062817.pdf

https://www.fsb-tcfd.org/wp-content/uploads/2017/06/FINAL-TCFD-Annex-062817.pdf

https://www.fsb-tcfd.org/wp-content/uploads/2017/06/FINAL-TCFD-Technical-Supplement-062917.pdf

https://asic.gov.au/about-asic/news-centre/find-a-media-release/2018-releases/18-273mr-asic-reports-on-climate-risk-disclosure-by-australia-s-listed-companies/

http://www.aasb.gov.au/


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8.5 Details of new and revised financial reporting pronouncements

The tables and other information in this section outline the new and revised pronouncements and other requirements

that are to be applied for the first time at 31 December 2018, or which may be early adopted at that date.

8.5.1 Overall considerations

Impacts of adopting new and revised pronouncements

Applying new and revised pronouncements for the first time can result in direct changes in recognition, measurement,

presentation and disclosure requirements. In addition, there can be consequential impacts on financial reports through

the transitional provisions of the pronouncement and the existing requirements of other Accounting Standards.

The table below outlines some of the areas where these consequential impacts should be considered:

Area Consideration

Updates to accounting

policies

The terminology and substance of disclosed accounting policies may need to be updated to

reflect new recognition, measurement and other requirements

Impact of transitional

provisions

AASB 108 Accounting Policies, Changes in Accounting Estimates and Errors contains a general

requirement that changes in accounting policies are retrospectively applied, but this does

not apply to the extent an individual pronouncement has specific transitional provisions

Disclosures about

changes in accounting

policies

Where an entity changes its accounting policy as a result of the initial application of an

Accounting Standard and it has an effect on the current period or any prior period, AASB 108

requires the disclosure of a number of matters, e.g. the title of the Standard, the nature of

the change in accounting policy, a description of the transitional provisions, and the amount

of the adjustment for each financial statement line item affected

Third statement of

financial position

AASB 101 Presentation of Financial Statements requires the presentation of a third statement

of financial position as at the beginning of the preceding period in addition to the minimum

comparative financial statements in a number of situations, including if an entity applies an

accounting policy retrospectively and the retrospective application has a material effect on

the information in the statement of financial position at the beginning of the preceding

period

Earnings per share (EPS) Where applicable to the entity, AASB 133 Earnings Per Share requires basic and diluted EPS to

be adjusted for the impacts of adjustments result from changes in accounting policies

accounted for retrospectively and AASB 108 requires the disclosure of the amount of any

such adjustments.

Note: The above requirements apply fully in Tier 1 financial reports. Some of these requirements are not applicable in Tier 2

(RDR) financial reports. Details of which requirements apply can be found in section 6.3.

Disclosing information about pronouncements not yet adopted

The disclosure requirements required in relation to new and revised accounting pronouncements need to be carefully

considered where they have not yet been adopted.

AASB 108 Accounting Policies, Changes in Accounting Estimates and Errors requires an entity to disclose any known or

reasonably estimable information about the possible impact that the application of Accounting Standards on issue

which have not been applied, including a discussion of the impact that initial application will have on the entity’s financial

statements. This requirement does not apply to entities applying Tier 2 (RDR) reporting requirements.

In December 2016, ASIC issued press release 16-442MR Companies need to respond to major new accounting standards.

In ASIC’s view, the impact of the new standards on revenue, financial instruments and leases on reported results could

be “even more significant than was the case with the adoption of IFRS”. ASIC points out various matters that should be

considered in any implementation plans for the new standards, including required system changes, business impacts,

impacts on compliance with financial requirements, disclosures required in financial reports prior to the effective dates

of the standards, possible continuous disclosure obligation, and the impact on fundraising or other transaction

documents.


119

An attachment to the media release provides more guidance on these topics, and notes that listed entities should

provide adequate information to the market on the company’s preparedness and the possible financial impact in

accordance with any continuous disclosure obligations. The full media release is available at www.asic.gov.au.

The guidance from ASIC is consistent with the views of other regulators. For example:

The International Organization of Securities Commissions (IOSCO), of which ASIC is a member, has published a

Statement on Implementation of New Accounting Standards related to revenue, financial instruments, and leases. The

statement emphasises the need for transparent issuer disclosures relevant to assessing the possible impacts of

adopting the new standards and providing investors with timely and decision-useful information. IOSCO believes

the level of an issuer’s disclosures should increase with the progress in its implementation of the new standards,

which will occur as their effective dates approach. Furthermore, the qualitative and quantitative disclosures must be

timely, issuer-specific, and sufficiently robust and detailed. The full statement is available at www.iosco.org

The European Securities and Markets Authority (ESMA), while not directly applicable in an Australian context, has

issued specific guidance and anticipates that issuers provide progressively more entity-specific qualitative and

quantitative information about the application of the new standards. ESMA expects that, for most issuers, the

impacts (or the magnitude of its impacts) of the initial application will be known or reasonably estimable as the

effective dates approach. The full ESMA guidance is available at www.esma.europa.eu.

On 3 December 2018, ASIC released its focus areas for 31 December 2018 financial reports (see section 8.5.11), ASIC

notes that whilst both full-year and half-year reports at 31 December 2018 must comply with new accounting standards

on revenue recognition and financial instrument values (including hedge accounting and loan loss provisioning), those

reports “must also disclose the future impact of new lease accounting requirements”. The release also notes that there

“are also new standards covering: accounting by insurers; and the definition and recognition criteria for assets, liabilities,

income and expenses” for which disclosure should be considered.

With the new Accounting Standard on leases introducing significant changes in the future, entities need to ensure that

they comply with the requirements of AASB 108 and respond to regulatory expectations.

Illustrative examples of the disclosures can be found in Note 2 included in the Illustrative

disclosure section of this guide (starting on page 210).

Early adoption

Where early adoption is being contemplated, it is important to address any necessary procedural requirements, e.g. for

entities reporting under the Corporations Act 2001, appropriate director's resolutions for early adoption must be made

under s.334 (5).

http://www.asic.gov.au/about-asic/media-centre/find-a-media-release/2016-releases/16-442mr-companies-need-to-respond-to-major-new-accounting-standards/

http://www.iosco.org/library/pubdocs/pdf/IOSCOPD548.pdf

https://www.esma.europa.eu/sites/default/files/library/esma-2016-1528_european_common_enforcement_priorities_for_2016.pdf


120

8.5.2 New and revised Standards

New or revised requirement When effective Applicability at

31 December

2018

AASB 9 Financial Instruments, AASB 2010-7 Amendments to Australian

Accounting Standards arising from AASB 9 (December 2010), AASB 2014-1

Amendments to Australian Accounting Standards (Part E – Financial

Instruments], AASB 2014-7 Amendments to Australian Accounting Standards

arising from AASB 9 (December 2014)

The final version of AASB 9 brings together the classification and measurement,

impairment and hedge accounting phases of the IASB’s project to replace IAS 39

Financial Instruments: Recognition and Measurement. The Standard carries over the

existing derecognition requirements from AASB 139 but all other areas of AASB 139

have been revised.

AASB 9 introduces new requirements for classifying and measuring financial assets,

as follows:

Debt instruments meeting both a 'business model' test and a 'cash flow

characteristics' test are measured at amortised cost (the use of fair value is

optional in some limited circumstances)

Investments in equity instruments not held for trading can be designated as 'fair

value through other comprehensive income' with only dividends being

recognised in profit or loss

All other instruments (including all derivatives unless in a hedge relationship) are

measured at fair value with changes recognised in the profit or loss

The concept of 'embedded derivatives' does not apply to financial assets within

the scope of the Standard and the entire instrument must be classified and

measured in accordance with the above guidelines.

The revised financial liability provisions maintain the existing amortised cost

measurement basis for most liabilities. New requirements apply where an entity

chooses to measure a liability at fair value through profit and loss – in these cases,

the portion of the change in fair value related to changes in fair value related to

changes in the entity’s own credit risk is presented in other comprehensive income

rather than within profit or loss, unless it creates a mismatch in profit or loss.

A new impairment model based on expected credit losses will apply to debt

instruments measured at amortised cost or at fair value through other

comprehensive income, lease receivables, contract assets and written loan

commitments and financial guarantee contracts. The loan loss allowance will be for

either 12-month expected losses or lifetime expected losses. The latter applies if

credit risk has increased significantly since initial recognition of the financial

instrument.

A new hedge accounting model has been put in place that is designed to be more

closely aligned with how entities undertake risk management activities when

hedging financial and non-financial risk exposures. However, some transition

options exist that allow entities to essentially retain AASB 139 hedge accounting.

More information: IFRS in Focus newsletter, summary of IFRS 9

Applies on a

modified

retrospective

basis to annual

periods

beginning on or

after 1 January

2018

Mandatory

http://www.iasplus.com/en/publications/global/ifrs-in-focus/2013/hedging

http://www.iasplus.com/en/standards/ifrs/ifrs9


121


31 December

2018

AASB 15 Revenue from Contracts with Customers, AASB 2014-5 Amendments

to Australian Accounting Standards arising from AASB 15, AASB 2015-8

Amendments to Australian Accounting Standards – Effective Date of AASB 15,

and AASB 2016-3 Amendments to Australian Accounting Standards –

Clarifications to AASB 15

AASB 15 outlines a single comprehensive model for entities to use in accounting for

revenue arising from contracts with customers; and replaces AASB 111 Construction

Contracts, AASB 118 Revenue, Interpretation 13 Customer Loyalty Programmes,

Interpretation 15 Agreements for the Construction of Real Estate, Interpretation 18

Transfers of Assets from Customers, and Interpretation 131 Revenue-Barter

Transactions Involving Advertising Services.

The core principle is that an entity recognises revenue to depict the transfer of

promised goods or services to customers at an amount that reflects the

consideration to which the entity expects to be entitled in exchange for those goods

or services.


Applicable to

annual reporting

periods

beginning on or

after 1 January

2018

(1 January 2019

for not-for-profit

entities)

Mandatory

AASB 16 Leases

AASB 16 will replace AASB 117 Leases, Interpretation 4 Determining whether an

Arrangement contains a Lease, Interpretation 115 Operating Leases – Incentives and

Interpretation 127 Evaluating the Substance of Transactions Involving the Legal Form of

a Lease. The Standard will provide a comprehensive model for the identification of

lease arrangements and their treatment in the financial statements of both lessees

and lessors.

The new Standard introduces three main changes:

Enhanced guidance on identifying whether a contract contains a lease

A new leases accounting model for lessees that require lessees to recognise all

leases on balance sheet, except for short-term leases and leases of low value

assets

Enhanced disclosures.

Lessor accounting will not significantly change.

More information: Heads Up newsletter, IFRS in Focus newsletter, summary

of IFRS 16

Applicable to

annual reporting

periods

beginning on or

after 1 January

201937

Optional

37 On 20 December 2018, the AASB announced its intention to issue an amending standard that would provide a temporary option for

not-for-profit lessees to elect to measure right-of-use assets arising under ‘concessionary leases’ at initial recognition at cost rather

than at fair value. If approved in time, the Amending Standard will be published in late December 2018, or otherwise in January 2019,

and will have an application date of periods beginning on or after 1 January 2019.

http://www.iasplus.com/en/publications/global/ifrs-in-focus/2014/ifrs-15

http://www.iasplus.com/en/standards/ifrs/ifrs15

https://www2.deloitte.com/au/en/pages/audit/articles/accounting-alerts-1-2016.html


http://www.iasplus.com/en/standards/ifrs/ifrs-16

http://www.iasplus.com/en/standards/ifrs/ifrs-16


122


31 December

2018

AASB 17 Insurance Contracts

AASB 17 measures insurance contracts either under the general model or a

simplified version of this called the ‘premium allocation approach’. The general

model is defined such that at initial recognition an entity measures a group of

contracts at the total of (a) the amount of fulfilment cash flows, which comprise

probability-weighted estimates of future cash flows, an adjustment to reflect the

time value of money and the financial risks associated with those future cash flows

and a risk adjustment for non-financial risk; and (b) the contractual service margin.

On subsequent measurement, the carrying amount of a group of insurance

contracts at the end of each reporting period is the sum of the liability for remaining

coverage and the liability for incurred claims. The liability for remaining coverage

comprises the fulfilment cash flows related to future services and the contractual

service margin of the group at that date. The liability for incurred claims is

measured as the fulfilment cash flows related to past services allocated to the

group at that date.

An entity may simplify the measurement of the liability for remaining coverage of a

group of insurance contracts using the premium allocation approach on the

condition that, at initial recognition, the entity reasonably expects that doing so

would produce a reasonable approximation of the general model, or the coverage

period of each contract in the group is one year or less.


Effective for

annual reporting

periods

beginning on or

after 1 January

2021

Optional

https://www.iasplus.com/en/publications/global/ifrs-in-focus/2017/ifrs-17

https://www.iasplus.com/en/standards/ifrs/ifrs-17


123

8.5.3 New or revised domestic Standards


31 December

2018

AASB 1058 Income of Not-for-Profit Entities, AASB 2016-7 Amendments to

Australian Accounting Standards – Deferral of AASB 15 for Not-for-Profit

Entities and AASB 2016-8 Amendments to Australian Accounting Standards –

Australian Implementation Guidance for Not-for-Profit Entities

Clarifies the income recognition requirements applying to not-for-profit entities in

conjunction with AASB 15 Revenue from Contracts with Customers. Establishes

principles applying to transactions where the consideration to acquire an asset is

significantly less than fair value principally to enable a not-for-profit entity to further

its objectives and the receipt of volunteer services.

The standards also amend the application date of AASB 15 for not-for-profit entities

to annual reporting periods beginning on or after 1 January 2019 instead of

1 January 2018 and add Australian implementation guidance for not-for-profit

entities to AASB 9 Financial Instruments and AASB 15.

Applies to

annual

reporting

periods

beginning on or

after 1 January

2019

(AASB 2016-7

applies to

annual

reporting

periods

beginning on or

after 1 January

2017)

Optional

(AASB 2016-7:

Mandatory)

AASB 1059 Service Concession Arrangements: Grantors and AASB 2018-5

Amendments to Australian Accounting Standards – Deferral of AASB 1059

Addresses the accounting for a service concession arrangement by a grantor that is

a public sector entity by prescribing the accounting for the arrangement from the

grantor’s perspective. The Standard is based on International Public Sector

Accounting Standard IPSAS 32 Service Concession Arrangements: Grantor and is

informed by AASB Interpretation 12 Service Concession Arrangements, which sets out

the accounting for the operator in a public-to-private service concession

arrangement. For example, the principles for recognition of a service concession

asset are broadly consistent with AASB Interpretation 12.

AASB 2018-5 defers the mandatory application of AASB 1059 from annual periods

beginning on or after 1 January 2019 to annual periods beginning on or after 1

January 2020.

Applies to

annual

reporting

periods

beginning on or

after 1 January

202038

Optional

38 Although AASB 2018-5 is mandatory for annual reporting periods beginning on or after 1 January 2019, it has the effect of amending

the application date of AASB 1059 to defer it to annual periods beginning on or after 1 January 2020.


124

8.5.4 New Amending Standards

The table below lists the Amending Standards that do not relate to the pronouncements listed in other tables.


31 December

2018

AASB 2014-10 Amendments to Australian Accounting Standards – Sale or

Contribution of Assets between an Investor and its Associate or Joint Venture,

AASB 2015-10 Amendments to Australian Accounting Standards – Effective Date

of Amendments to AASB 10 and AASB 128, AASB 2017-5 Amendments to

Australian Accounting Standards – Effective Date of Amendments to AASB 10

and AASB 128 and Editorial Corrections

Addresses a conflict between the requirements of AASB 128 Investments in Associates

and Joint Ventures and AASB 10 Consolidated Financial Statements and clarify that in a

transaction involving an associate or joint venture, the extent of gain or loss

recognised depends on whether the assets sold or contributed constitute a

business.

Note: The equivalent amendments to IFRS 10 and IAS 28 have no set commencement

date due to amendments made by the IASB, pending further research in other projects.

AASB 2015-10 extended the application date of the equivalent amendments to 1 January

2018. AASB 2017-5 then further extended the application date of the amendments from

1 January 2018 to 1 January 2022, and also made a number of editorial amendments to

other standards which are effective for annual periods beginning on or after 1 January

2018.

More information: IFRS in Focus newsletter

Applicable to

annual reporting

periods

beginning on or

after 1 January

2022

(see note in

previous column)

Optional

(editorial

amendments

made by AASB

2017-5

mandatory)

AASB 2016-5 Amendments to Australian Accounting Standards - Classification

and Measurement of Share-based Payment Transactions

The amendments clarify the following:

In estimating the fair value of a cash-settled share-based payment, the

accounting for the effects of vesting and non-vesting conditions should follow

the same approach as for equity-settled share-based payments.

Where tax law or regulation requires an entity to withhold a specified number

of equity instruments equal to the monetary value of the employee’s tax

obligation to meet the employee’s tax liability which is then remitted to the tax

authority (typically in cash), i.e. the share-based payment arrangement has a

‘net settlement feature’, such an arrangement should be classified as equity-

settled in its entirety, provided that the share-based payment would have been

classified as equity-settled had it not included the net settlement feature.

A modification of a share-based payment that changes the transaction from

cash-settled to equity-settled should be accounted for as follows:

‒ The original liability is derecognised

‒ The equity-settled share-based payment is recognised at the modification

date fair value of the equity instrument granted to the extent that services

have been rendered up to the modification date

‒ Any difference between the carrying amount of the liability at the

modification date and the amount recognised in equity should be

recognised in profit or loss immediately.


Applicable to

annual reporting

periods

beginning on or

after 1 January

2018

Mandatory

http://www.iasplus.com/en/publications/global/ifrs-in-focus/2014/ifrs-10-ias-28



125


31 December

2018

AASB 2016-6 Amendments to Australian Accounting Standards – Applying

AASB 9 Financial Instruments with AASB 4 Insurance Contracts

The amendments address concerns about the different effective dates of AASB 9

and the forthcoming new insurance contracts standard. For an insurer that meets

certain criteria, this Standard provides a temporary exemption that permits, but

does not require, the insurer to apply AASB 139 Financial Instruments: Recognition

and Measurement rather than AASB 9 for annual periods beginning before 1 January

2021.

The amendments are expected to have very limited application in Australia as they

do not apply to insurance contracts subject to AASB 1023 General Insurance

Contracts and AASB 1038 Life Insurance Contracts.


Applicable to

annual reporting

periods

beginning on or

after 1 January

2018

Mandatory

AASB 2017-1 Amendments to Australian Accounting Standards – Transfers of

Investment Property, Annual Improvements 2014-2016 Cycle and Other

Amendments

Makes amendments to the following Accounting Standards:

AASB 140 Investment Property to clarify when an entity transfers property under

construction or development previously classified as inventory to or from

investment property, which are made when there is evidence of a change in

use. The amendments clarify the principle that a change in use would involve:

‒ An assessment of whether a property meets, or has ceased to meet, the

definition of an investment property

‒ Supporting evidence that a change in use has occurred (a change of

management's intentions for the use of property in isolation does not

provide evidence of a change in use)

AASB 1 First-time Adoption of International Financial Reporting Standards, to:

‒ Remove the short-term exemptions first-time adopters in relation to

disclosures about financial statements, employee benefits and investment

entities (paragraphs E3-E7) as they are no longer applicable as they relate

to reporting periods that have now passed

‒ Add exemptions arising from Interpretation 22 Foreign Currency

Transactions and Advance Consideration

AASB 128 Investments in Associates and Joint Ventures, to:

‒ Clarify that the election to measure at fair value through profit or loss an

investment in an associate or a joint venture that is held by an entity that is

a venture capital organisation, or other qualifying entity, is available for

each investment in an associate or joint venture on an investment-by-

investment basis, upon initial recognition

‒ Allow entities that are not investment entities to elect to retain the fair

value measurement applied by its associates and joint ventures that are

investment entities when applying the equity method.


Applicable to

annual periods

beginning on or

after 1 January

2018

(1 January 2019

for not-for-profit

entities)

Mandatory

http://www.iasplus.com/en/publications/global/ifrs-in-focus/2016/ifrs-4-amendments

https://www.iasplus.com/en/publications/global/ifrs-in-focus/2016/interpretation-amendments


126


31 December

2018

AASB 2017-3 Amendments to Australian Accounting Standards – Clarifications

to AASB 4

Amends AASB 4 Insurance Contracts to:

Confirm that in Australia compliance with AASB 1023 General Insurance

Contracts and AASB 1038 Life Insurance Contracts ensures simultaneous

compliance with AASB 4. AASB 1023 and AASB 1038 address all aspects of

recognition, measurement and disclosure of general and life insurance

contracts. These Standards address a wider range of accounting requirements

than AASB 4

Ensure that the relief available to issuers of insurance contracts set out in AASB

2016-6 Amendments to Australian Accounting Standards – Applying AASB 9

Financial Instruments with AASB 4 Insurance Contracts can be applied by an entity

applying either AASB 1023 or AASB 1038 if the entity otherwise meets the

qualifying criteria.

Applicable to

annual periods

beginning on or

after 1 January

2018

Mandatory

AASB 2017-6 Amendments to Australian Accounting Standards – Prepayment

Features with Negative Compensation

Amends AASB 9 Financial Instruments to clarify that particular financial assets with

prepayment features that may result in reasonable negative compensation (i.e. a

payment to the borrower) for the early termination of the contract are eligible to be

measured at amortised cost or at fair value through other comprehensive income

(depending upon the entity’s business model). As a result, entities may adopt this

approach when on the early termination of the contract a party may pay or receive

reasonable compensation for that early termination.

Also clarifies (in the Basis for Conclusions) the accounting for a modification or

exchange of a financial liability measured at amortised cost that does not result in

the derecognition of the financial liability. The amendments clarify that an entity

recognises any` adjustment to the amortised cost of the financial liability arising

from a modification or exchange in profit or loss at the date of the modification or

exchange.


Effective for

annual reporting

periods

beginning on or

after 1 January

2019

Optional

AASB 2017-7 Amendments to Australian Accounting Standards – Long-term

Interests in Associates and Joint Ventures

Clarifies that an entity applies AASB 9 Financial Instruments to financial instruments

in an associate or joint venture to which the equity method is not applied. These

include long-term interests that, in substance, form part of the entity’s net

investment in an associate or joint venture.

An entity applies AASB 9 to such long-term interests before it considers whether to

discontinue the recognition of losses (where its share of losses equals or exceeds its

interest in an associate or joint venture) and impairment. In applying AASB 9, the

entity does not take account of any adjustments to the carrying amount of long-

term interests that arise from applying AASB 128 Interests in Associates and Joint

Ventures.


Effective for

annual reporting

periods

beginning on or

after 1 January

2019

Optional

https://www.iasplus.com/en/publications/global/ifrs-in-focus/2017/amendments-to-ifrs-9

https://www.iasplus.com/en/publications/global/ifrs-in-focus/2017/amendments-to-ias-28


127


31 December

2018

AASB 2018-1 Amendments to Australian Accounting Standards – Annual

Improvements 2015–2017 Cycle


AASB 3 Business Combinations to clarify that remeasurement of a previously

held interest in a joint operation is required on obtaining control of that joint

operation

AASB 11 Joint Arrangements to clarify that when an entity obtains joint control of

a business that is a joint operation, the entity does not remeasure previously

held interests in that business

AASB 112 Income Taxes to clarify the requirements surrounding when the tax

consequences of distributions should be recognised in income tax expense

rather than retained earnings

AASB 133 Borrowing Costs to clarify that if any specific borrowing remains

outstanding after the related asset is ready for its intended use or sale, that

borrowing becomes part of the funds that an entity borrows generally when

calculating the capitalisation rate on general borrowings.


Effective for

annual reporting

periods

beginning on or

after 1 January

2019

Optional

AASB 2018-2 Amendments to Australian Accounting Standards – Plan

Amendment, Curtailment or Settlement

Amends AASB 119 Employee Benefits to:

Require, if a plan amendment, curtailment or settlement occurs, that the

current service cost and the net interest for the period after the

remeasurement are determined using the assumptions used for the

remeasurement

Clarify the effect of a plan amendment, curtailment or settlement on the asset

ceiling requirements.


Effective for plan

amendments,

curtailments or

settlements

occurring on or

after the

beginning of the

first annual

reporting period

that begins on or

after 1 January

2019

Optional

AASB 2018-3 Amendments to Australian Accounting Standards – Reduced


Amends AASB 16 Leases and AASB 1058 Income for Not-for-Profit Entities to establish

Reduced Disclosure Requirements for entities preparing general purpose financial

statements under Australian Accounting Standards – Reduced Disclosure

Requirements (see section 5.3.3)

Effective for

annual periods

beginning on or

after 1 January

2019

Optional

AASB 2018-4 Amendments to Australian Accounting Standards – Australian

Implementation Guidance for Not-for-Profit Public Sector Licensors

This Standard includes Australian Implementation Guidance and illustrative

examples to AASB 15 Revenue from Contracts with Customers to provide:

Guidance to distinguish a licence from a tax

Clarification on the application of AASB 15 for revenue from ‘non-intellectual

property’ licences (by extending the scope of AASB 15 to such licences)

Practical recognition exemptions for short-term or low-value licences issued by

not-for-profit public sector licensors.

The Standard also amends AASB 16 Leases to clarify its scope.

Effective for

annual periods

beginning no or

after 1 January

2019

Optional

https://www.iasplus.com/en/publications/global/ifrs-in-focus/2018/aip

https://www.iasplus.com/en/publications/global/ifrs-in-focus/2018/ifrs-in-focus-plan-amendment-curtailment-or-settlement-amendments-to-ias-19


128


31 December

2018

AASB 2018-6 Amendments to Australian Accounting Standards – Definition of a

Business

Amends AASB 3 Business Combinations clarify the definition of a business, with the

objective of assisting entities to determine whether a transaction should be

accounted for as a business combination or as an asset acquisition.

The amendments:

Clarify that to be considered a business, an acquired set of activities and assets

must include, at a minimum, an input and a substantive process that together

significantly contribute to the ability to create outputs

Remove the assessment of whether market participants are capable of

replacing any missing inputs or processes and continuing to produce outputs

Add guidance and illustrative examples to help entities assess whether a

substantive process has been acquired

Narrow the definitions of a business and of outputs by focusing on goods and

services provided to customers and by removing the reference to an ability to

reduce costs

Add an optional concentration test that permits a simplified assessment of

whether an acquired set of activities and assets is not a business.


Effective for

business

combinations for

which the

acquisition date

is on or after the

beginning of the

first annual

reporting period

beginning on or

after 1 January

2020 and to

asset

acquisitions that

occur on or after

the beginning of

that period

Optional

AASB 2016-7 Amendment to Australian Accounting Standards – Definition of

Material

These amendments are intended to address concerns that the wording in the

definition of ‘material’ was different in the Conceptual Framework for Financial

Reporting, AASB 101 Presentation of Financial Statements and AASB 108 Accounting

Policies, Changes in Accounting Estimates and Errors.

The amendments address these concerns by:

Replacing the term ‘could influence’ with ‘could reasonably be expected to

influence’

Including the concept of ‘obscuring information’ alongside the concepts of

‘omitting’ and ‘misstating’ information in the definition of material

Clarifying that the users to which the definition refers are the primary users of

general purpose financial statements referred to in the Conceptual Framework

Aligning the definition of material across IFRS Standards and other publications.


Effective for

annual periods

beginning on or

after 1 January

2020

Optional

https://www.iasplus.com/en/publications/global/ifrs-in-focus/2018/definition-of-a-business

https://www.iasplus.com/en/publications/global/ifrs-in-focus/2018/definition-of-material


129

8.5.5 New and revised Interpretations

New or revised requirement When effective Applicability to

31 December

2018

Interpretation 22 Foreign Currency Transactions and Advance Consideration

Clarifies how to determine the date of the transaction for the purpose of

determining the exchange rate to use when recognising the receipt or payment of

advance consideration in a foreign currency.

The Interpretation requires an entity to determine the date of the transaction for

the purpose of determining the exchange rate to use on initial recognition of the

related asset, expense or income (or part of it) as the date on which the entity

initially recognises the non-monetary asset or non-monetary liability arising from

the payment or receive of advance consideration.

More information: IFRS in Focus newsletter, summary of IFRIC 22

Effective for

annual periods

beginning on or

after 1 January

2018

(1 January 2019

for not-for-profit

entities)

Mandatory

Interpretation 23 Uncertainty over Income Tax Treatments

AASB 2017-4 Amendments to Australian Accounting Standards – Uncertainty

over Income Tax Treatments

Interpretation 23 clarifies the accounting for uncertainties in income taxes.

The interpretation is to be applied to the determination of taxable profit (tax loss),

tax bases, unused tax losses, unused tax credits and tax rates (‘tax amounts’), when

there is uncertainty over income tax treatments under AASB 112 Income Taxes.

The Interpretation requires an entity to:

Use judgement to determine whether each tax treatment should be

considered independently or whether some tax treatments should be

considered together

Assume that a taxation authority with the right to examine any amounts

reported to it will examine those amounts and will have full knowledge of all

relevant information when doing so

Determine tax amounts on a basis that is consistent with the tax treatment

included in its income tax filings if an entity concludes that it is probable that a

particular tax treatment will be accepted by the taxation authorities

Determine tax amounts using the most likely amount or expected value of the

tax treatment (whichever provides better predictions of the resolution of the

uncertainty) If an entity concludes that it is not probable that a particular tax

treatment will be accepted by the taxation authorities.

AASB 2017-4 amends AASB 1 First-time Adoption of Australian Accounting Standards

as a consequence of the issuance of Interpretation 23. In terms of this amendment

a first time adopter, whose date of transition to Australian Accounting Standards is

before 1 July 2017, may elect not to reflect the application of Interpretation 23 in

comparative information in its first IFRS compliant financial statements. Instead, an

entity which makes this election recognises the cumulative effect of applying

Interpretation 23 as an adjustment to opening retained earnings (or other

component of equity) at the beginning of its first IFRS compliant reporting period.

More information: IFRS in Focus newsletter, summary of IFRIC 23

Effective for

annual periods

beginning on or

after 1 January

2019

Optional

https://www.iasplus.com/en/publications/global/ifrs-in-focus/2016/interpretation-amendments

http://www.iasplus.com/en/standards/ifric/ifric-22

https://www.iasplus.com/en/publications/global/ifrs-in-focus/2017/ifric-23

https://www.iasplus.com/en/standards/ifric/ifric-23


130

8.5.6 Other new pronouncements issued by the AASB

New or revised pronouncement When effective Applicability to

31 December

2018

Practice Statement 2 Making Materiality Judgements

This Practice Statement is equivalent to IFRS Practice Statement 2 Making

Materiality Judgements issued by the IASB, and also includes additional guidance

and examples that are specific to not-for-profit private and public sector entities.

The Practice Statement:

Provides an overview of the general characteristics of materiality

Presents a four-step process an entity may follow in making materiality

judgements when preparing financial statements (materiality process). The

description of the materiality process provides an overview of the role

materiality plays in the preparation of financial statements, with a focus on

the factors the entity should consider when making materiality judgements

Provides guidance on how to make materiality judgements in specific

circumstances, namely, how to make materiality judgements about prior-

period information, errors and covenants, and in the context of interim

reporting.

Note: The Practice Statement is a non-mandatory document. It does not change

or introduce any requirements in Accounting Standards and entities are not

required to comply with it to state compliance with Accounting Standards or

IFRS.

More information: IFRS in Focus newsletter, summary of the Practice

Statement

Not applicable

(Non-mandatory

pronouncement)

Optional

(Non-mandatory

pronouncement)

Bulletin Climate-related and other emerging risks disclosures: assessing

financial statement materiality using AASB Practice Statement 2

Sets out the AASB and Auditing and Assurance Standards Board’s (AuASB) view

that:

Investor statements on the importance of climate-related risks to their

decision making, the impact of the materiality definition and AASB Practice

Statement 2 (APS 2) is that entities can no longer treat climate-related risks

as merely a matter of corporate social responsibility and should consider

them also in the context of their financial statements

They expect that directors, preparers and auditors will be considering APS 2,

when preparing and auditing financial statements for their next half and full

year ends. Even though the guidance is not mandatory, it represents the

IASB’s best practice interpretation of materiality and entities in Australia are

already being subject to law suits regarding lack of disclosure.

Among other things, the Bulletin sets out a number of key recommendations

and financial report consideration, and explains how APS 2 applies to disclosing

climate-related and other emerging risks in financial statements.

More information, full text of the Bulletin

Not applicable

(Non-mandatory

pronouncement)

Optional

(Non-mandatory

pronouncement)

https://www.iasplus.com/en/publications/global/ifrs-in-focus/2017/materiality-ps

https://www.iasplus.com/en/standards/other/materiality

https://www.iasplus.com/en/standards/other/materiality

https://www.aasb.gov.au/admin/file/content102/c3/AASB_AUASB_Joint_Bulletin_13122018_final.pdf


131

8.5.7 Pronouncements issued by the IASB/IFRIC where an equivalent pronouncement has not been issued

by the AASB

New or revised requirement When effective Applicability to

31 December

2018

Conceptual Framework for Financial Reporting 2018

Revised version of the IASB’s framework for financial reporting. This version

replaces an earlier version issued in 2010, and updates a number of definitions

and guidance, introduces new guidance on a number of topics including the

reporting entity and presentation and disclosure, and clarifies a number of other

matters.

Note: The purpose of the Conceptual Framework is to assist the IASB in developing

and revising IFRSs that are based on consistent concepts, to help preparers to develop

consistent accounting policies for areas that are not covered by a standard or where

there is choice of accounting policy, and to assist all parties to understand and

interpret IFRS. The introduction to the Conceptual Framework states “The Conceptual

Framework is not a Standard. Nothing in the Conceptual Framework overrides any

Standard or any requirement in a Standard”.


Not applicable

(Non-mandatory

pronouncement)

Optional

(once an equivalent

pronouncement is

made by the AASB)

Amendments to References to the Conceptual Framework in IFRS Standards

Makes amendments to various IFRS Standards to reflect the issue of the IASB’s

revised Conceptual Framework for Financial Reporting in March 2018 (see above).

Some Standards and other pronouncements contain references to, or

quotations from, the IASC’s Framework for the Preparation and Presentation of

Financial Statements or the Conceptual Framework for Financial Reporting issues by

the IASB in 2010. This Standard updates some of these references and

quotations so they refer to the 2018 Conceptual Framework and also makes other

amendments to clarify which version of the Conceptual Framework is referred to

in particular documents.


Effective for annual

reporting periods

beginning on or

after 1 January

2020

Optional

(once an equivalent

pronouncement is

made by the AASB)

https://www.iasplus.com/en/publications/global/ifrs-in-focus/2018/cf

https://www.iasplus.com/en/publications/global/ifrs-in-focus/2018/cf


132

8.5.8 IFRS Interpretations Committee agenda decisions

Along with its activity developing formal interpretations of IFRS and proposing that the IASB make amendments to

Standards, the IFRS Interpretations Committee regularly publishes summaries of issues that it has decided not to add to

its agenda, often accompanied by a discussion of the accounting issue submitted.

Whilst the commentary included in an agenda decision is not formally part of IFRS, it is an important source of guidance

that should be carefully considered when selecting a suitable accounting policy. In many jurisdictions there is an

expectation from regulators that agenda decisions will be considered, with the European Securities and Markets

Authority (ESMA), for example, publicly stating an expectation to this effect.

The table below outlines the agenda decisions published by the Committee since July 2017, grouped by standards to

which they relate. Where a decision relates to more than one standard, it is listed under each standard. Links in the

table are to the IASB website.

Pronouncement Topic Month finalised More

information

IFRS 1 First-time Adoption

of International Financial

Reporting Standards

Subsidiary as a first-time adopter September 2017 Agenda decision

IFRS 3 Business

Combinations

Acquisition of a group of assets November 2017 Agenda decision

IFRS 9 Financial

Instruments

Financial assets eligible for the election to

present changes in fair values in other

comprehensive income

September 2017 Agenda decision

Presentation of interest revenue for particular

financial instruments

March 2018 Agenda decision

Classification of a particular type of dual currency

bond


IFRS 15 Revenue from

Contracts with Customers

Right to payment for performance completed to

date


Revenue recognition in a real estate contract March 2018 Agenda decision

Revenue recognition in a real estate contract that

includes the transfer of land


IAS 1 Presentation of

Financial Statements

Presentation of interest revenue for particular

financial instruments


IAS 7 Statement of Cash

Flows

Classification of short-term loans and credit

facilities

June 2018 Agenda decision

IAS 12 Income Taxes Interest and penalties related to income taxes September 2017 Agenda decision

IAS 21 The Effects of

Changes in Foreign

Exchange Rates

Determination of the exchange rate when there

is a long-term lack of exchangeability


IAS 23 Borrowing Costs Expenditures on qualifying assets September 2018 Agenda decision

Borrowing costs on land September 2018 Agenda decision

IAS 28 Investments in

Associates and Joint

Ventures

Contributing property, plant and equipment to

an associate

January 2018 Agenda decision

IAS 38 Intangible Assets Goods acquired for promotional activities September 2017 Agenda decision

http://www.ifrs.org/-/media/feature/implementation/agenda-decisions/ifrs-1-subsidiary-as-a-first-time-adopter-sept-17.pdf

https://www.ifrs.org/-/media/feature/implementation/agenda-decisions/ifrs-3-acqusition-of-a-group-of-assets-nov-17.pdf

http://www.ifrs.org/-/media/feature/implementation/agenda-decisions/ifrs9financialassetseligiblefortheelectiontopresentchangesinfairvalueinothercomprehensiveincomesept1.pdf

https://www.ifrs.org/-/media/project/presentation-of-interest-revenue-for-particular-financial-instruments/agenda-decision/ifrs-9-presentation-of-interest-revenue-for-particular-financial-instruments-mar-18.pdf

https://www.ifrs.org/-/media/project/classification-of-a-particular-type-of-dual-currency-bond/ad-ifrs-9-classification-of-a-particular-type-of-dual-currency-bond-sept-18.pdf

https://www.ifrs.org/-/media/project/right-to-payment-for-performance-completed-to-date/agenda-decision/ifrs-15-right-to-payment-for-performance-completed-to-date-mar-18.pdf

https://www.ifrs.org/-/media/project/revenue-recognition-in-a-real-estate-contract/agenda-decision/ifrs-15-revenue-recognition-in-a-real-estate-contract-mar-18.pdf

https://www.ifrs.org/-/media/project/revenue-recognition-in-a-real-estate-contract-that-includes-the-transfer-of-land/agenda-decision/ifrs-15-revenue-recognition-in-a-real-estate-contract-that-includes-the-transfer-of-land-mar-18.pdf

https://www.ifrs.org/-/media/project/presentation-of-interest-revenue-for-particular-financial-instruments/agenda-decision/ifrs-9-presentation-of-interest-revenue-for-particular-financial-instruments-mar-18.pdf

https://www.ifrs.org/-/media/project/classification-of-short-term-loans-and-credit-facilities/ias-7-agenda-decision-classification-of-short-term-loans-and-credit-facilities-june-18.pdf

http://www.ifrs.org/-/media/feature/implementation/agenda-decisions/ias-12-interest-and-penalties-related-to-income-taxes-sept-17.pdf

https://www.ifrs.org/-/media/project/determination-of-the-exchange-rate-when-there-is-a-long-term-lack-of-exchangeability/ad-determination-of-the-exchange-rate-when-there-is-a-long-term-lack-of-exchangeability-sept-18.pdf

https://www.ifrs.org/-/media/project/expenditures-on-a-qualifying-asset/ad-expenditures-on-a-qualifying-asset-sept-18.pdf

https://www.ifrs.org/-/media/project/borrowing-costs-on-land/ad-borrowing-costs-on-land-sept-18.pdf

https://www.ifrs.org/-/media/project/contributing-property-plant-and-equipment-to-an-associate/agenda-decision/ias-28-contributing-property-plant-and-equipment-to-an-associate-jan-18.pdf

http://www.ifrs.org/-/media/feature/implementation/agenda-decisions/ias-38-goods-acquired-for-promotional-activities-sept-17.pdf


133

8.5.9 AASB agenda decisions

Similar to the IFRS Interpretations Committee, some issues that are raised for consideration by the AASB are either not

added to the agenda or else are removed from the agenda when it is decided that an Interpretation will not be issued.

For such issues, the AASB normally provides its reasons for rejecting the issue in agenda decisions (sometimes called

rejection statements).

Since July 2017, no agenda decisions have been published by the AASB:

8.5.10 Corporations Act 2001 developments

The following amendments and regulations are relevant to financial reporting have been recently made:

Development When effective

Corporations Amendment (Crowd-sourced Funding) Regulations 2017

Outlines the regulations governing the new crowd-source funding provisions of the

Corporations Act (see section 3.4.2), setting out the offers eligible for crowd-sourced

funding, the prescribed contents of offer documents and related matters.

28 September 2017

Corporations Amendment (Asia Region Funds Passport) Act 2018 and Corporations

Amendment (Asia Region Funds Passport) Regulations 2018

Implements the ‘Asia Region Funds Passport’ rules into the Corporations Act, to allow

notified foreign passport funds to operate in Australia and for Australian passport funds

to operate in certain Asian jurisdictions (see section 3.4.3).

18 September 2018

Corporations Amendment (Crowd-sourced Funding for Proprietary Companies) Act

2018 and Corporations Regulations (Crowd-sourced Funding for Proprietary

Companies) Regulations 2018

Extends the ability of Australian companies permitted to raise funds using crowd-sourced

funding to proprietary companies meeting particular conditions (see section 3.4.2).

19 October 2018

8.5.11 ASIC

ASIC focus areas for financial reporting

On 3 December 2018, ASIC released its focus areas for December 2018 financial reports.

Four main topics are covered in the ASIC’s focus areas for December 2018:

New accounting standards

Accounting estimates

Accounting policy choices

Key disclosures.

ASIC will review at least 85 full year financial reports at 31 December 2018 and selected half-year reports

ASIC has noted that entities should:

Focus on the new requirements that can materially affect items in financial statements as a result of implementing

the new standards (AASB 9 Financial Instruments and AASB 15 Revenue from Contracts with Customers)

Ensure timely implementation of the new accounting standards and adequate disclosures in the financial reports

Quantify the impact of the new standards, particularly AASB 16 Leases, as it is a reasonable expectation from the

market

Disclose the impact on the future financial position of the entity as a result of the new definition and recognition

criteria for assets, liabilities, income and expenses in the IASB’s Conceptual Framework for Financial Reporting in the

notes to the 31 December 2018 financial statements.

The full text of the ASIC focus areas can be found in ASIC media release 18-364MR Major financial reporting changes and

other focuses, which is available at www.asic.gov.au.

https://asic.gov.au/about-asic/news-centre/find-a-media-release/2018-releases/18-364mr-major-financial-reporting-changes-and-other-focuses/


134

Results from prior ASIC financial report reviews

On 5 July 2017, ASIC announced the results from a review of 31 December 2017 financial reports that covered 90 listed

and other public interest entities.

ASIC noted most entities that were likely to show material changes to revenue recognition and financial instrument

valuation for the financial year commencing 1 January 2018 had not quantified the impact of these standards in the

notes to their 31 December 2017 financial statements. In ASIC’s view, this appears to indicate a lack of preparedness

for reporting under the new standards..

The top five areas where enquiries were raised from the review were:

Revenue recognition

Asset values and impairment testing

Tax accounting

Amortisation of intangible asset, classification of liabilities as current and business combinations (equal on two

enquiries each)

The full text of the findings can be found in ASIC media release 18-203MR Findings from 31 December 2017 financial

reports, which is available at www.asic.gov.au.

Results from ASIC’s review of climate risk disclosures

On September 2018, ASIC released a media release, 18-273MR ASIC reports on climate risk disclosure by Australia’s listed

companies.

ASIC noted that of the 60 listed companies in its ASX 300 sample, 17% identified climate risk as a material risk to their

business. ASIC also noted that while most of the reviewed ASX 100 entities had considered climate risk to the company’s

business to at least some extent, disclosure practices were considerably fragmented, with information provided to the

market in differing forms across a wide range of means of disclosure. In some cases, the review found climate risk

disclosures to be far too general, and of limited use to investors.

ASIC encourages listed companies and their directors and advisors to:

Adopt a probative and proactive approach to emerging risks, including climate risk

Develop and maintain strong and effective corporate governance which helps in identifying, assessing and

managing risk

Consider how best to comply with the law where it requires disclosure of material risks

Disclose meaningful and useful climate risk related information to investors – the voluntary framework developed

by the Taskforce on Climate-related Financial Disclosures can assist in this regard.

The full text of the media release can be found at www.asic.gov.au.

https://asic.gov.au/about-asic/news-centre/find-a-media-release/2018-releases/18-203mr-findings-from-31-december-2017-financial-reports/

https://asic.gov.au/about-asic/news-centre/find-a-media-release/2018-releases/18-273mr-asic-reports-on-climate-risk-disclosure-by-australia-s-listed-companies/

Australian financial reporting guide | Using the illustrative financial statements

135

9 Using the illustrative financial

statements

Deloitte Touche Tohmatsu has designed various model financial reports

which can be used as a guide to assist the majority of entities meet their

general financial reporting requirements.



9.1 Summary of Deloitte

model financial reports

Outline of all the model financial reports

designed by Deloitte Touche Tohmatsu

All entities preparing financial reports in

Australia

9.2 Using the Deloitte

model IFRS financial

statements for Tier 1

entities

Guidance on how to use the global model

financial statements designed for entities

preparing Tier 1 GPFS

Entities preparing Tier 1 GPFS


model IFRS financial

statements for Tier 2

entities (RDR)

Guidance on how to use the global model

financial statements for entities preparing

Tier 2 GPFS

Entities preparing Tier 2 GPFS


model half-year report

Guidance on how to use the Deloitte model

half-year report

Listed entities, disclosing entities and any

other entities that voluntarily prepare

half-year financial reports


model SPFS


SPFS

Entities preparing SPFS

9.6 Other model financial

statements


MIS and superannuation fund report

Schemes and superannuation funds


136

9.1 Summary of Deloitte model financial reports

The following Deloitte model financial reports and guide have been designed by Deloitte Touche Tohmatsu. (Refer to

the section noted in the below table for a further discussion on the respective model financial reports):

Model financial report Overview Section to refer

to for further

discussion

International GAAP Holdings

Limited

Model financial statements for

the year ended 31 December

2017

IFRS consolidated model financial statements of International GAAP

Holdings Limited which illustrate the presentation and disclosure

requirements of IFRS for the year ended 31 December 2017 by an

entity that is not a first-time adopter of IFRS.

9.2 and 9.3

Model half-year report

Half-years ending on or after 31

December 2018

Model financial report of GAAP Holdings (Australia) Interim Limited

which is a listed for-profit disclosing entity that is not a first-time

adopter of Accounting Standards. This model financial half-year

report illustrates the presentation of a set of condensed financial

statements, as envisaged by AASB 134 Interim Financial Reporting

paragraph 8 for the half-year ending 31 December 2018 by an entity

that is not a first time adopter of Australian Accounting Standards.

9.4

Model special purpose report

Special purpose report for the

year ended 31 December 2017

Model financial report of International GAAP Holdings Limited which

illustrate the presentation and disclosure requirements of

Accounting Standards for the year ended 31 December 2017 by an

entity that:

Prepares SPFS under the Corporations Act

Is not a first-time adopter of Australian Accounting Standards.

9.5

Model managed investment

scheme annual report for the

year ending 30 June 2017

Model managed investment scheme annual report which illustrates

the presentation and disclosure requirements of Accounting

Standards for the year ended 30 June 2017 by scheme that is not a

first-time adopter of Australian Accounting Standards.

9.6

Illustrative AASB 1056 financial

report for superannuation

entities for the financial year

ending 30 June 2018

Designed to comply with Accounting Standard AASB 1056

Superannuation Entities.

9.6

The model financial statements referred to in the above table are available

www.deloitte.com/au/models





137

9.2 Using the Deloitte model IFRS financial statements for Tier 1 entities

9.2.1 Purpose

The Deloitte model IFRS financial statements illustrate the presentation and disclosure requirements of IFRSs for the

year ended 31 December 2018 by an entity that is not a first-time adopter of IFRSs. They comprise consolidated

financial statements which illustrate the impact of the application of IFRSs that are mandatorily effective for the annual

period beginning on 1 January 2018.

The Deloitte model IFRS financial statements however, do not illustrate the presentation and disclosure requirements

specific to annual reports prepared in Australia. Therefore, this guide has been designed by Deloitte Touche Tohmatsu

Australia to assist users with the preparation of annual reports in Australia in accordance with:

Provisions of the Corporations Act 2001

Accounting Standards and Interpretations issued by the Australian Accounting Standards Board

Other requirements and guidelines current as at the date of issue, including ASX Listing Rules, ASIC Class

Orders/Corporations Instruments, Regulatory Guides and Media Releases.

9.2.2 How to use the Deloitte model financial statements and the Guide

Entities preparing Tier 1 GPFS should refer to:

The following in section 2 of the Deloitte model IFRS financial statements:

Consolidated statement of profit or loss and other comprehensive income

Consolidated statement of changes in equity

Consolidated statement of cash flows

Notes to the consolidated financial statements.

The illustrative disclosures in section 10 Illustrative disclosures .

ASX disclosures in the in section 10 Illustrative disclosures if the entity is listed.

9.2.3 Composition of a Tier 1 financial report

The table below outlines the composition of a Tier 1 financial report prepared under the Corporations Act 2001. The

table lists the relevant information from both the global model financial statements and those additional requirements

included in section 10 Illustrative disclosures of this guide (the second column).

Component Where to find

the example

Considerations

Corporations Act requirements

Directors’ report This guide (page 152) Entities preparing financial reports under the Corporations Act

must provide a directors’ report. Listed entities must also include a

Remuneration report as part of the directors’ report. An example

of a directors’ report is available in section 10 Illustrative disclosures

of this Guide

Auditor’s independence

declaration

This guide (page 179) Entities preparing financial reports under the Corporations Act

must include the auditor’s independence declaration (see section

6.1.3). An example of an auditor’s independence declaration is

available in section 10 Illustrative disclosures of this Guide

Independent auditor’s

report

This guide (page 181) Entities preparing financial reports under the Corporations Act

must include an independent auditor’s report. More information

about the independent auditor’s report is available in section 10

Illustrative disclosures of this Guide

Directors’ declaration This guide (page 184) Entities preparing financial reports under the Corporations Act

must include a directors’ declaration. An example of an directors’

declaration is available in section 10 Illustrative disclosures of this

Guide

2

1

3


138


the example

Considerations

Primary financial statements

Consolidated statement of

profit or loss and other

comprehensive income [Alt

1]


profit or loss [Alt 2]


profit or loss and other

comprehensive income [Alt

2]

Deloitte model IFRS


Additional guidance on the compilation of the statement can be

found in section 6.3.2


financial position

Deloitte model IFRS


Australian entities commonly present the order of the statement of

financial position differently to entities preparing financial

statement in other countries. See the example Consolidated

statement of financial position in section 10 Illustrative disclosures of

this Guide (see page 185). Where the version in the Guide is

adopted, the ordering of the notes should be reconsidered.




changes in equity

Deloitte model IFRS





cash flows [Alt 1]


cash flows [Alt 2]

Deloitte model IFRS


Australian entities commonly adopt the direct method of

presentation of the statement of cash flows and in this case are

additionally required to provide a reconciliation of the net cash

flows from operating activities to profit or loss. An illustrative

disclosure is included in Note 46.1 of section 10 Illustrative

disclosures of this guide.


found in section 6.3.5.

Notes to the consolidated financial statements

1 General information Deloitte model IFRS


Additional information is required in relation to compliance with

Australian Accounting Standards. See Note 1.1 of section 10

Illustrative disclosures of this Guide

2 Adoption of new and

revised Standards

This guide (page 190) An updated and Australian-specific version of this note is available

in Note 2 section 10 Illustrative disclosures of this Guide

3 Significant

accounting policies

Deloitte model IFRS


Australian entities may wish to include an additional accounting

policy in respect of goods and services tax (GST). See illustrative

Note 3 in section 10 Illustrative disclosures of this Guide

4 Critical accounting

judgements and key

sources of

estimation

uncertainty

Deloitte model IFRS


No additional considerations for this note.

5 Revenue Deloitte model IFRS




139


the example

Considerations

Notes to the consolidated financial statements (continued)

6 Operating segments Deloitte model IFRS



7 Restructuring costs Deloitte model IFRS



8 Profit for the year Deloitte model IFRS


Specific considerations apply in relation to rounding under ASIC

Corporations (Rounding in Financial/Directors’ Reports) Instrument

2016/191 for certain share-based payment information. Details

can be found in section 6.5.2

9 Employee benefit

expense

Deloitte model IFRS





can be found in section 6.5.2

10 Finance income Deloitte model IFRS



11 Other gains and

losses

Deloitte model IFRS



12 Finance costs Deloitte model IFRS



13 Income tax Deloitte model IFRS


No additional considerations for this note. However, entities with

tax-consolidated groups may need to provide additional

information. See the illustrative Note 19 in the Illustrative

disclosures section of this Guide.

14 Discontinued

operations

Deloitte model IFRS



15 Dividends Deloitte model IFRS





can be found in section 6.5.2. Australian entities are required to

provide information about imputation credits (franking credits).

See the example in Note 15 of section 10 Illustrative disclosures of

this Guide

16 Earnings per share Deloitte model IFRS




2016/191 for earnings per share information. Details can be found

in section 6.5.2 of this Guide

17 Goodwill Deloitte model IFRS



18 Other intangible

assets

Deloitte model IFRS



19 Property, plant and

equipment

Deloitte model IFRS



20 Investment property Deloitte model IFRS




140


the example

Considerations


21 Subsidiaries Deloitte model IFRS


Entities applying ASIC Class Order 98/1418, ASIC Corporations

(Wholly owned Companies) Instrument 2016/785, or with tax-

consolidated groups may need to provide additional information.

See the illustrative Note 21 in the Illustrative disclosures section of

this Guide.

22 Associates Deloitte model IFRS



23 Joint ventures Deloitte model IFRS



24 Joint operations Deloitte model IFRS



25 Investments Deloitte model IFRS



26 Inventories Deloitte model IFRS



27 Right to returned

goods asset

Deloitte model IFRS



28 Contract assets Deloitte model IFRS



29 Contract costs Deloitte model IFRS



30 Finance lease

receivables

Deloitte model IFRS



31 Trade and other

receivables

Deloitte model IFRS


Where material, entities may wish to include a separate line item

setting out the amount of goods and services tax recoverable. For

more information, see section 6.4.3

32 Borrowings Deloitte model IFRS



33 Convertible loan

notes

Deloitte model IFRS



34 Derivative financial

instruments

Deloitte model IFRS



35 Deferred tax Deloitte model IFRS



36 Obligations under

finance leases

Deloitte model IFRS




141


the example

Considerations


37 Trade and other

payables

Deloitte model IFRS




2016/191 for certain share-based payment information. Details can

be found in section 6.5.2.

Where material, entities may wish to include a separate line item

setting out the amount of goods and services tax recoverable. For

more information, see section 6.4.3.

38 Other financial

liabilities

Deloitte model IFRS



39 Provisions Deloitte model IFRS



40 Share capital Deloitte model IFRS



41 Share premium

account

Deloitte model IFRS


Under the Corporations Act, Australian entities generally do not

have a par value for issued shares and accordingly, this note may

not be relevant

42 Revaluation reserves Deloitte model IFRS



43 Own shares Deloitte model IFRS



44 Option premium on

convertible notes

reserve

Deloitte model IFRS



45 Financial liabilities at

FVTPL credit risk

reserve

Deloitte model IFRS



46 Foreign currency

translation reserve

Deloitte model IFRS



47 Cash flow hedging

reserve

Deloitte model IFRS



48 Cost of hedging

reserve

Deloitte model IFRS



49 Retained earnings Deloitte model IFRS



50 Share-based

payments reserve

Deloitte model IFRS



51 Non-controlling

interests

Deloitte model IFRS



52 Disposal of

subsidiary

Deloitte model IFRS



53 Acquisitions of

subsidiaries

Deloitte model IFRS




142


the example

Considerations


54 Notes to the cash

flow statement

Deloitte model IFRS


Australian entities commonly adopt the direct method of

presentation of the statement of cash flows and in this case are

additionally required to provide a reconciliation of the net cash

flows from operating activities to profit or loss. An illustrative

disclosure is included in Note 46.1 of section 10 Illustrative

disclosures of this guide.


found in section 6.3.5.

55 Contingent liabilities Deloitte model IFRS



56 Operating lease

arrangements

Deloitte model IFRS



57 Share-based

payments

Deloitte model IFRS



58 Retirement benefit

plans

Deloitte model IFRS



59 Deferred revenue –

government grant

Deloitte model IFRS



60 Contract liabilities Deloitte model IFRS



61 Refund liability Deloitte model IFRS



62 Financial instruments Deloitte model IFRS



63 Events after the

reporting period

Deloitte model IFRS



64 Related party

transactions

Deloitte model IFRS


Additional information is required for Australian entities in relation

to parent entities. Example disclosures are included in Note 64 of

section 10 Illustrative disclosures of this Guide.

In addition, the specific considerations apply in relation to

rounding under ASIC Corporations (Rounding in Financial/Directors’

Reports) Instrument 2016/191 for certain related party information,

including remuneration of key management personnel. Details can

be found in section 6.5.2.

64A Parent entity

information

This guide (page 230) This additional note is required where consolidated financial

reports are prepared under the Corporations Act. Note 64A is

available in section 10 Illustrative disclosures of this Guide (see page

230)

65 Approval of financial

statements

Deloitte model IFRS



66 Remuneration of

auditors

This Australian specific disclosure is required for entities applying

Tier 1. Note 66 is available in section 10 Illustrative disclosures of

this Guide


143


the example

Considerations

Other

ASX Corporate Governance

Statement

This guide (page 85) Entities listed on the ASX are required to disclose the extent to

which they have complied with the best practice recommendations

of the ASX Corporate Governance Council during the reporting

period. More information about these requirements can be found

in section 6.6.2

ASX disclosures This guide (page 233) Entities listed on the ASX are required to provide additional

information in their annual reports. Illustrative disclosures can be

found in section 10 Illustrative disclosures of this Guide

9.2.4 Early adoption of AASB 16 Leases

An appendix to the Deloitte model IFRS financial statements is available for entities that adopted AASB 16 Leases prior to

its mandatory adoption date. The appendix illustrates the new and amended disclosures that apply under AASB 16.

The appendix to the Deloitte model IFRS financial is available on www.iasplus.com.

9.3 Using the Deloitte model IFRS financial statements for Tier 2 entities (RDR)

The guidance provided under 9.2 above (for entities preparing Tier 1 GPFS) is also applicable to entities preparing Tier 2

financial reports. However, as discussed under section 5.3.3 above entities preparing Tier 2 GPFS are exempt from

some of the disclosure requirements set out in the Accounting Standards. The Accounting Standards sets out

disclosure requirements from which Tier 2 entities are exempt by shading the exempted requirements and adding

special ‘RDR’ paragraphs.

The illustrative disclosures in this guide which are not applicable to Tier 2 GPFS have been shaded in grey.

https://www.iasplus.com/en/publications/global/models-checklists/2017/ifrs-16-appendix




144

9.4 Using the Deloitte model half-year report

9.4.1 Purpose

The Deloitte model half-year report has been developed by Deloitte Touche Tohmatsu to assist users with the

preparation of half-year reports for a consolidated entity in accordance with:


Australian Accounting Standard AASB 134 Interim Financial Reporting

Other requirements and guidelines current as at the date of issue, including ASX Listing Rules and ASIC Class

Orders/Corporations Instruments, Regulatory Guides and Media Releases.

Where appropriate, the Deloitte model half-year report also adopts the classification criteria and other guidance

contained in AASB 101 Presentation of Financial Statements. It comprises consolidated financial statements which

illustrate the impact of the application of Accounting Standards that are mandatorily effective for the half year ending

31 December 2018. It illustrates the presentation and disclosure requirements of Accounting Standards for the half-

year ended 31 December 2018 by an entity that is not a first-time adopter of the Accounting Standards.

This guide provides additional guidance on the reporting obligations for entities preparing half-year reports.

9.4.2 How to use the Deloitte model half-year report and Guide

Entities preparing half-year reports should refer to:

The Deloitte model half-year report which comprises a model half-year report

The following sections of this guide for additional information:


6.6 ASX Listing Rule requirements

6.7 Reporting deadlines.

7.2 Half-year reports

8 What’s new in financial reporting?

10 Illustrative disclosures (to the extent relevant)

The Deloitte model half-year report is available at www.deloitte.com/au/models

1

2






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9.5 Using the Deloitte model SPFS

9.5.1 Purpose

The Deloitte model SPFS has been developed by Deloitte Touche Tohmatsu to assist users with the preparation of SPFS

for an entity in accordance with:


Accounting Standards and Interpretations issued by the Australian Accounting Standards Board

Other requirements and guidelines current as at the date of issue, including ASIC Corporations Instruments/Class

Orders, Regulatory Guides and Media Releases.

Where appropriate, the Deloitte model SPFS also adopts the classification criteria and other guidance contained in

AASB 101 Presentation of Financial Statements. It comprises financial statements which illustrate the impact of the

application of Accounting Standards that are mandatorily effective for the half year ending 31 December 2018. It

illustrates the presentation and disclosure requirements of Accounting Standards for the year ended 31 December

2018 by an entity that is not a first-time adopter of the Accounting Standards.

This guide provides additional guidance on the reporting obligations for entities preparing SPFS.

9.5.2 How to use the Deloitte model SPFS and Guide

Entities preparing SPFS under the Corporations Act should refer to:

The Deloitte model SPFS which comprises Model SPFS.

The following sections of this guide for additional information:

4.2 Requirement to prepare annual financial reports under the Corporations Act

4.3 Requirement for audit of the annual report under the Corporations Act

4.4 Requirements for lodgement of the annual financial report

5 The Australian differential reporting framework

6.7 Reporting deadlines

7.5 Relevant financial reporting

8 What’s new in financial reporting?

The Deloitte model SPFS are available on at http://www.deloitte.com/au/models

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2







146

9.6 Other model financial statements

9.6.1 Deloitte model MIS report

The Deloitte model MIS report has been developed by Deloitte Touche Tohmatsu to assist users with the preparation of

annual reports for a scheme in accordance with:


Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board (except

as noted in the publication)

Other requirements and guidelines current as at the date of issue, ASIC Class Orders/Corporations Instruments,

Regulatory Guides and Media Releases.

The Deloitte model MIS report comprises financial statements which illustrate the impact of the application of

Accounting Standards that are mandatorily effective for year ended 30 June 2018. It illustrates the presentation and

disclosure requirements of Accounting Standards for the year ended 30 June 2018 by a scheme that is not a first-time

adopter of the Accounting Standards.

Schemes preparing annual reports should refer to Deloitte model MIS report. There is no additional information in this

guide that schemes preparing annual reports should refer to.

The Deloitte model MIS report is available at www.deloitte.com/au/models

9.6.2 Deloitte illustrative AASB 1056 financial report for superannuation entities

The Deloitte illustrative AASB 1056 financial report for superannuation entities has been developed by Deloitte Touche

Tohmatsu to assist users with the preparation of annual reports for a superannuation entity in accordance with

Accounting Standards (including AASB 1056 Superannuation Entities), Interpretations, the Superannuation Industry

(Supervision) Act 1993 and the provisions of an entity’s Trust Deed.

The Deloitte illustrative AASB 1056 financial reporting for superannuation entities comprises financial statements which

illustrate the impact of the application of Accounting Standards that are mandatorily effective for the full year ending

30 June 2018 by a superannuation entity that is adopting AASB 1056 Superannuation Entities for the first time.

The Deloitte illustrative AASB 1056 financial report for superannuation entities is available at

www.deloitte.com/au/models

9.7 Other considerations

9.7.1 Limitations

We have developed this guide and the Deloitte model financial reports to assist you to meet the general financial

reporting requirements applying to the majority of entities reporting under the Corporations Act. General guidance

cannot cover all possibilities, or deal with every possible permutation. We have not dealt with specific industries and

types of entities, including:

Not-for-profit entities

Entities subject to the regulatory requirements of Australian Charities and Not-for-profits Commission (ACNC)

Australian financial services licences (AFSL) holders

Entities subject to the regulatory requirements of the Australian Prudential Regulation Authority (APRA)

Stapled entities

Notified foreign passport funds.

Inquiries regarding specialised industries (e.g. life insurance companies, credit unions etc.) should be directed to an

industry specialist in your Deloitte Touche Tohmatsu office.








147

9.7.2 Relevant financial reporting

The Deloitte model financial reports and illustrative disclosures included in this guide are not designed to be templates

for all entities. Furthermore, this guide (and the Deloitte model IFRS financial statements and other Deloitte model IFRS

financial statements referred to in the guide) should not be used as a substitute for acts, regulations and

pronouncements such as the Corporations Act, ASX Listing Rules and Accounting Standards that govern reporting in

Australia. Knowledge of the disclosure provisions of inter alia the Corporations Act, ASX Listing Rules and Accounting

Standards is a pre-requisite for the preparation of financial reports in Australia. We see this guide (and the Deloitte

model IFRS financial statements and other Deloitte model IFRS financial statements referred to in the guide) as an

illustration only and strongly encourage preparers of financial statements to ensure that disclosures made are relevant,

practical and useful.

9.7.3 Illustrative amounts and line items

The illustrative disclosures included in this guide include amounts that are independent of the Deloitte model IFRS

financial statements. Furthermore, this guide (and the Deloitte model IFRS financial statements) include line items for

which no amounts are shown, to illustrate items that, although perhaps not applicable to International GAAP Holdings

Limited (and International GAAP Holdings Limited), are commonly encountered in practice. This does not mean that we

have illustrated all possible disclosures. Nor should it be taken to mean that, in practice, entities are required to display

line items for any ‘nil’ amounts.

9.7.4 Other pronouncements to consider

This guide, or the various editions of the model financial statements, do not illustrate the early adoption of any

Accounting Standards or Interpretations that are not mandatory as at 31 December 2018. Furthermore, this guide does

not illustrate the disclosure requirements of the following Accounting Standards and Interpretations:

Reference Title / comment

AASB 1

AASB 4

AASB 6

First-time Adoption of Australian Accounting Standards

Insurance Contracts

Exploration for and Evaluation of Mineral Resources

Note: While this illustration does not provide guidance on the disclosure requirements of AASB 6, a

number of example accounting policies applicable to mining entities are included in Note 3 to the

Deloitte model IFRS financial statements.

AASB 129

AASB 134

Financial Reporting in Hyperinflationary Economies

Interim Financial Reporting (other than as noted and in the Deloitte model half-year report. Refer to the

Deloitte model half-year report (available at www.deloitte.com/au/models).

AASB 141

AASB 1004

AASB 1023

AASB 1038

AASB 1039

AASB 1049

AASB 1050

AASB 1051

AASB 1052

AASB 1053

AASB 1055

AASB 1056

Int 2

Int 7

Agriculture

Contributions

General Insurance Contracts

Life Insurance Contracts

Concise Financial Reports (other than as noted)

Whole of Government and General Government Sector Financial Reporting

Administered Items

Land Under Roads

Disaggregated Disclosures

Application of tiers of Australian Accounting Standards

Budgetary Reporting

Superannuation Entities (see section 9.6.2)

Members Shares in Co-operative Entities and Similar Instruments

Applying the Restatement Approach under AASB 129 Financial Reporting in Hyperinflationary Economies

Int 10

Int 12

Int 20

Int 129

Int 1019

Int 1003

Interim Financial Reporting and Impairment

Service Concession Arrangements

Stripping Costs in the Production Phase of a Surface Mine

Service Concession Arrangements: Disclosures

The Superannuation Contributions Surcharge

Australian Petroleum Resource Rent Tax



148

Reference Title / comment

Int 1019

Int 1038

Int 1042

Int 1047

Int 1055

The Superannuation Contributions Surcharge

Contributions by Owners Made to Wholly-Owned Public sector Entities

Subscriber Acquisition Costs in the Telecommunications Industry

Professional Indemnity Claims Liabilities in Medical Defence Organisations

Accounting for Road Earthworks

Unless otherwise specified, this guide (as well as the Deloitte model IFRS financial statements and other Deloitte model

IFRS financial statements referred to in the guide) only includes references to Standards not yet effective (and not early

adopted) in the context of illustrating the disclosures specified by AASB 108 Accounting Policies, Changes in Accounting

Estimates and Errors.

9.7.5 Source references

References to the relevant requirements are provided in the left hand column where relevant. Where doubt exists as to

the appropriate treatment, examination of the source of the disclosure requirement is recommended.

Illustrative disclosures | Illustrative disclosures

149

10 Illustrative disclosures

Illustrative disclosures | About these disclosures

150

About these disclosures

Deloitte Touche Tohmatsu has designed Australian specific illustrative

disclosures to be used as a guide, in conjunction with the model financial

reports, to assist the majority of entities meet their general financial

reporting requirements.

This section contains illustrative disclosures that are suitable for use as a guide only and will not be appropriate for use

by all entities. Each entity should consider its respective circumstances and amend the disclosures as necessary.

The illustrative disclosures in this section only illustrate additional Australian specific

disclosures and requirements that are in addition to, or instead of, the disclosures included in

the Deloitte model IFRS financial statements.

Section 9 provides an explanation on how to use these illustrative disclosures in conjunction

with the Deloitte model IFRS financial statements. In particular, section 9.2.2 illustrates how a

complete financial report can be constructed using the information in this guide and the

Deloitte model IFRS financial statements.

Tier 1 and Tier 2 reports

Entities preparing Tier 2 GPFS – Reduced Disclosure Requirements (RDR) are exempt from some of the disclosure

requirements set out in Accounting Standards. The Accounting Standards set out disclosure requirements from which

Tier 2 entities are exempt by shading the exempted requirements and adding special ‘RDR’ paragraphs. More

information about Tier 2 (RDR) reporting can be found in section 5.3.3).

This International GAAP Holdings Limited model financial report includes disclosures that apply to Tier 1 general

purpose financial statements.

The illustrative disclosures in this publication and the various editions of our model financial statements which are

not applicable to Tier 2 general purpose financial statements have been shaded in grey. If an entity applying Tier 2

(RDR) chooses to present additional disclosures, they must be prepared in accordance with the relevant Accounting

Standards.

The information in this section has been presented for a financial year ending on 31 December 2018, consistent with

the date of this guide. However, these disclosures are designed to be used in conjunction with the relevant model

financial statements applicable to each entity (see Section 9), which may have different year ends. Entities with

differing year ends will need to ensure that they include the relevant dates when preparing their financial reports.

Illustrative disclosures | Index to the disclosures included in this guide

151

Index to the disclosures included

in this guide

Page

Directors’ report 152

Auditor’s independence declaration 179

Independent auditor’s report 181

Directors’ declaration 184

Consolidated statement of financial position 185


- 1. General information 188

- 2. Application of new and revised Australian Accounting Standards 190

- 3. Accounting policies 220

- 15. Dividends 221

- 21. Subsidiaries 222

- 31. Trade and other receivables 227

- 54. Notes to the cash flow statement 228

- 64. Related party transactions 229

- 64A. Remuneration of auditors 229

- 64B. Parent entity information 230

ASX disclosures 233

Illustrative disclosures | Directors’ report

152

Directors’ report

Source

s.298(1) A company, registered scheme or disclosing entity must prepare a directors’ report for each financial

year

s.1308(7) Where the directors’ report contains information in addition to that required by the Corporations Act,

the information will be regarded as part of the directors’ report for the purposes of s.1308 ‘False or

misleading statements’.

Transfer of information from the directors’ report into another document forming part of

the annual report

s.300(2) Information required by s.300 need not be included in the directors’ report where such information is

disclosed in the financial statements.

ASIC-CI 2016/188

Information required by s.298(1AA)(c) , s.298(1AB)(b), s.299 to s.300 (other than s.300(11B) and (11C)

and s.300B to the extent that those sections require certain information to be included in the

directors’ report or in the financial statements under s.300(2)) may be included in a document which

accompanies the directors’ report and financial statements where a prominent cross reference to the

page/s containing the excluded information exists and certain conditions are satisfied. The information

required by s.298(1)(c)1, s.298(1A), s.299 and s.299A may not be transferred into the financial

statements.

Where information is transferred into the financial statements it will be subject to audit.

The directors of International GAAP Holdings Limited submit herewith the annual report of the

company for the financial year ended 31 December 2018. In order to comply with the provisions of the

Corporations Act 2001, the directors report as follows:

Information about the directors

s.300(1)(c), s.300(10)(a)

The names and particulars of the directors of the company during or since the end of the financial

year are:

Name [all entities] Particulars [public companies only]

Mr C.J. Chambers Chairman, Chartered Accountant, joined the Board in 2012 in a non-

executive capacity and is a non-executive director of the ultimate holding

company, Y Holdings Limited. Mr C.J. Chambers is also a director of

Eastwood Limited. He is a member of the audit committee and the risk

management committee.

Mr P.H. Taylor Chief Executive Officer, joined the Board in 2010. Mr P.H. Taylor was

previously the CEO at a large manufacturing company.

Ms F.R. Ridley Chartered Accountant, joined the Board in 2014 in a non-executive

capacity. Ms F.R. Ridley is a member of the nomination and remuneration

committee, and of the audit committee.

Mr A.K. Black Industrial Engineer, joined the Board on 17 January 2018. He previously

held various senior management positions in manufacturing and

wholesale companies.


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Name [all entities] Particulars [public companies only]

Mr B.M. Stavrinidis Director of Merchant Bank Limited, joined the Board in 2013 in a non-

executive capacity. Mr B.M. Stavrinidis is a member of the nomination

and remuneration committee, the audit committee, and the risk

management committee.

Mr W.K. Flinders Practicing Solicitor, joined the Board in 2011 in a non-executive capacity

and resigned during the year. Mr W.K. Flinders was a member of the

nomination and remuneration committee until his resignation.

Ms S.M. Saunders Practicing Solicitor, joined the Board on 3 February 2018 in a non-

executive capacity and resigned after year end. Ms S.M. Saunders was a

member of the nomination and remuneration committee and the risk

management committee until her resignation.

s.300(1)(c) The above named directors held office during the whole of the financial year and since the end of the

financial year except for:

Mr W.K. Flinders – resigned 17 January 2018

Ms S.M. Saunders – appointed 3 February 2018, resigned 19 January 2019

Mr A.K. Black – appointed 17 January 2018

s.300(10)(a) Particulars include each director’s qualifications, experience and special responsibilities.

s.300(10) Disclosure of directors’ particulars is not required for a public company that is a wholly-owned

controlled entity of another company.

Directorships of other listed companies [listed companies only]

s.300(11)(e) Directorships of other listed companies held by directors in the 3 years immediately before the end of

the financial year are as follows:

Name Company Period of directorship

Mr C.J. Chambers Eastwood Limited Since 2015

Yarwood Limited 2014 – 2018

Former partners of the audit firm

s.300(1)(ca) The directors’ report must disclose the name of each person who:

Is an officer of the company, registered scheme or disclosing entity at any time during the year

Was a partner in an audit firm, or a director of an audit company, that is an auditor of the

company, disclosing entity or registered scheme for the year

Was such a partner or director at a time when the audit firm or the audit company undertook an

audit of the company, disclosing entity or registered scheme.

Directors’ shareholdings [listed companies only]

s.300(11)(a), (b), (c)

The following table sets out each director’s relevant interest in shares, debentures, and rights or

options in shares or debentures of the company or a related body corporate as at the date of this

report:

International GAAP Holdings Limited

Directors

Fully paid ordinary

shares

Number

Share options

Number

Convertible notes

Number

C.J. Chambers

P.H. Taylor

A.K. Black

5,000

50,000

9,000

-

88,000

-

3,000

15,000

-


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Source

s.608 Directors are considered to have a relevant interest where the director:

Is the holder of the securities

Has power to exercise, or control the exercise of, a right to vote attached to the securities, or

Has power to dispose of, or control the exercise of a power to dispose of, the securities.

s.608 It does not matter how remote the relevant interest is or how it arises. If two or more people can jointly

exercise one of these powers, each of them is taken to have that power.

s.608, s.609 Refer s.608 and s.609 of the Corporations Act for more information about when a person has a

relevant interest in a security.

Although s.300(11)(a)-(c) only requires relevant interests in shares, debentures, and rights or options in

shares or debentures to be disclosed, where considered necessary (i.e. to satisfy the information

needs of the likely users of the annual report), directors may consider disclosing interests in other

equity instruments.

s.300(11)(d) For each director who is party to or entitled to a benefit under a contract that confers a right to call for

or deliver shares in, or debentures of or interests in a registered scheme made available by the

company or a related body corporate, disclosure should be made of such contracts.


Information about the remuneration of key management personnel is set out in the remuneration

report section of this directors’ report. The term ‘key management personnel’ refers to those persons

having authority and responsibility for planning, directing and controlling the activities of the

consolidated entity (i.e. group), directly or indirectly, including any director (whether executive or

otherwise) of the consolidated entity.

Share options granted to directors and senior management

s.300(1)(d) The directors’ report should include details of options that are:

Granted over unissued shares or unissued interests during or since the end of the financial year

Granted to any of the directors or any of the 5 most highly remunerated officers of the company

(other than the directors)

Granted to them as part of their remuneration.

s.300(3) The disclosures required by s.300(1)(d) cover:

Options over unissued shares and interests of the company, registered scheme or disclosing

entity

If consolidated financial statements are required – options over unissued shares and interests of

any controlled entity that is a company, registered scheme or disclosing entity.

s.300(5) The details of an option granted during or since the end of the financial year should include:

The identity of the company, registered scheme or disclosing entity granting the option

The name of the person to whom the option is granted

The number and class of shares or interests over which the option is granted.

s.300(1)(d), s.300(3), s.300(5)

During and since the end of the financial year, an aggregate 140,870 share options were granted to

the following directors and to the five highest remunerated officers of the company and its controlled

entities as part of their remuneration39:

39 While s.300A(1)(a) has been amended to remove remuneration disclosures for the five highest remunerated officers in the

remuneration report section of the directors’ report, disclosure of options granted to such officers as part of their remuneration

continues to be required in the general directors’ report section in accordance with s.300(1)(d).


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Directors and

senior

management

Number of

options

granted Issuing entity

Number of

ordinary shares

under option

P.H. Taylor

T.L. Smith

W.L. Lee

L.J. Jackson

C.P. Daniels

N.W. Wright

88,000

32,036

6,250

6,250

4,167

4,167







88,000

32,036

6,250

6,250

4,167

4,167

Company secretary [public companies only]

s.300(10)(d) Mr A.B. Grey, Chartered Accountant, held the position of company secretary of International GAAP

Holdings Limited at the end of the financial year. He joined International GAAP Holdings Limited in

2016 and previously held the company secretary position at a large manufacturing company. He is a

member of the Chartered Institute of Company Secretaries in Australia.

s.300(10) Disclosure of the company secretary’s qualifications and experience is not required for a public

company which is a wholly-owned controlled entity of another company.

Principal activities

s.299(1)(c), AASB 101.138(b)

The consolidated entity’s principal activities in the course of the financial year were the manufacture of

electronic equipment and leisure goods, and the construction and renovation of residential properties.

During the financial year the consolidated entity sold its [describe] business. Details of the sale are

contained in note 11 and note 45 to the financial statements. During the year the board of directors

decided to dispose of the [describe] business. Details of the planned disposal are contained in note 11

to the financial statements.

Review of operations

s.299(1)(a), ASX-LR 4.10.17

The directors’ report must contain a review of the consolidated entity’s operations during the financial

year and the results of those operations. The Corporations Act contains additional general

requirements for listed public companies.

Additional requirements for listed companies, listed registered schemes and listed

disclosing entities

s.299A(1), (2) The directors’ report for a company, registered scheme or disclosing entity that is listed must also

contain information that members of the listed entity would reasonably require to make an informed

assessment of:

The operations of the consolidated entity

The financial position of the consolidated entity

The business strategies, and prospects for future financial years, of the consolidated entity.

s.299A(3) The directors’ report may omit material that would otherwise be included under s.299A(1)(c)

concerning the consolidated entity’s business strategies and prospects for future financial years, if it is

likely to result in unreasonable prejudice to the consolidated entity or any entity (including the

company, registered scheme or disclosing entity) that is part of the consolidated entity. If material is

omitted, the report must say so.

ASIC Regulatory Guide 247 Effective disclosure in an operating and financial review

ASIC-RG 247 In preparing this disclosure, entities may wish to refer to ASIC Regulatory Guide 247 Effective disclosure

in an operating and financial review (RG 247, available on www.asic.gov.au) as it is designed to provide

guidance on preparing an operating and financial review (OFR) in the directors’ report of a listed entity

under s.299A of the Corporations Act.

http://download.asic.gov.au/media/1247147/rg247.pdf


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Presenting the narrative and analysis

Recommended disclosures for presenting the narrative and analysis in an OFR are:

Information should be presented in a single self-contained section of the annual report

Information should be presented in a manner that complements and remains consistent to

information disclosed in the financial report and other disclosure announcements of the entity

and the disclosures must be balanced and unambiguous. At the same time, the OFR should

present information in a clear, concise and effective manner.

Operations and financial position

Information regarding the operations and financial position of the entity should reflect the individual

circumstances of the entity and its business environment. In this regard, RG 247 outlines that the OFR

should:

Describe and provide a review of the operations that the entity undertakes, including the results of

these operations, and give details of any significant changes during the reporting period

Explain the drivers and reasons for the entity’s results and financial position and key developments

in the reporting period, including significant factors affecting the entity’s results and financial

position

Highlight any qualification by the entity’s auditor and provide the circumstances to explain the

concerns underlying the audit opinion

Explain the entity’s business model, and its effect on the entity’s operations, including its main

features, any key dependencies and the significance of particular operating segments

Discuss results for the key operating segments and major components of the overall result.

Business strategies and prospects for future financial years

Information on business strategies and prospects for future financial years should focus on what may

affect the future financial performance and position of the entity. RG 247 outlines that the OFR should:

Discuss the entity’s key business strategies and significant plans

Explain the financial performance and financial outcomes that the entity expects to achieve overall,

and significant factors on which the achievement of these objectives depends

Discuss the material business risks that could adversely affect the achievement of the described

financial performance.

Inclusion of numerical financial forecasts is not expected in an OFR. However, if an entity chooses to

present financial forecasts in its OFR, it should consider the guidance contained in ASIC Regulatory

Guide 170 Prospective Financial Information on the presentation of prospective and hypothetical

information.

The relevant time period for which business strategies and prospects should be described, will depend

on the individual circumstances of the entity, taking into account factors such as the age of the entity,

the business in which it is engaged, the industry in which it operates and the types of commitments it

enters into.

ASX Guidance Note 10 Review of Operations and Activities: Listing Rule 4.10.17 and G100’s Guide

to Review of Operations and Financial Condition

ASX-GN 10 In addition, entities may wish to refer to ASX Guidance Note 10 Review of Operations and Activities:

Listing Rule 4.10.17 (available on www.asx.com.au) and to the G100’s Guide to Review of Operations

and Financial Condition, providing guidance on the form and content of the consolidated entity’s review

of operations and the results of those operations, including specific guidance on items which might be

appropriately included in such a review.

It is recommended that the review should provide users, being shareholders, prospective investors

and other interested stakeholders, an understanding of the consolidated entity by providing short and

long-term analysis of the business as seen through the eyes of the directors. As such, the review

should aim to meet the information needs of users of financial reports relating to the current

http://www.asx.com.au/documents/rules/gn10_operations.pdf


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reporting period and also provide them with a basis for forming a view as to likely future performance

in the context of the strategies of the consolidated entity for achieving long-term value creation and

known trends in performance. This requires that the review contain a discussion of the operations of

the period, including an explanation of unusual or infrequent events and transactions, and an analysis

of the opportunities and risks facing the consolidated entity, together with the planned approach to

managing those opportunities and risks. Given this context, preparers of annual reports are

encouraged to provide:

An overview of the consolidated entity and its strategy

A review of operations, considering both short and longer-term value creation in the context of the

consolidated entity’s strategy

Information on investments made to enhance future value creating potential

A review of the consolidated entity’s financial condition

An overview of risk management and governance practices.

This is aimed at anchoring the review in a strategic context of how the consolidated entity is aiming to

enhance shareholder value, both in the short and long-term. This includes discussion of both financial

and non-financial elements of performance, including analysis using relevant financial and non-

financial key performance indicators. The latter may include sustainability related indicators. The

recommended contents of the review include:

Consolidated entity overview and strategy:

‒ Explaining the objectives of the consolidated entity and how they are to be achieved

‒ Including a discussion and analysis of key financial and non-financial performance indicators

used by management in their assessment of the consolidated entity and its performance

(including relevant sustainability performance indicators)

‒ Discussing the main factors and influences that may have a major effect on future results

(including potential longer-term effects), whether or not they were significant in the period

under review. This may include discussion of market opportunities and risks; competitive

advantage; changes in market share or position; economic factors; key customer and other

relationships; employee skills and training; environmental, occupational health and safety

aspects; significant legal issues; and innovation and technological developments

Review of operations:

‒ Discussing the main activities of the consolidated entity, including significant features of

operating performance for the period under review. It should cover all aspects of operations,

focusing on the consolidated entity as a whole ‘through the eyes of the directors’. It should not

be boilerplate, and should cover significant aspects of the consolidated entity’s performance

in the period, financial and non-financial. Consideration should be given to unusual or

infrequent events or transactions, including material acquisitions or disposals, major sources

of revenues and expenses, and changes in factors which affect the results to enable users to

assess the significance of the ongoing and core activities of the consolidated entity to identify

the sustainability of performance over the longer-term

‒ Providing the overall return attributable to shareholders in terms of dividends and increases

in shareholders’ funds, including a commentary on the comparison between the results of the

financial year and dividends, both in total and in per share terms, and indicating the directors’

overall distribution policy

Providing information on investments made for future performance, including capital expenditure

and other expenditure enhancing future performance potential. This may include marketing and

advertising spend to enhance brand loyalty and reputation; staff training and development

programmes; quality improvement and health and safety programs; customer relationship

management; and expansion of production capacity

Review of financial conditions:


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‒ Capital structure of the consolidated entity including capital funding and treasury policies and

objectives

‒ Cash from operations and other sources of capital

‒ Discussion of the liquidity and funding at the end of the period under review, including

restrictions on funds transfer, covenants entered into and the maturity profile of borrowings

‒ Discussing the resources available to the consolidated entity not reflected in the statement of

financial position, for example mineral reserves, key intellectual property (e.g. databases or

specific entity competences); market-position; employee competences or resources/skills and

their role in creating longer-term value

‒ Impact of legislation and other external requirements having a material effect on the financial

condition in the reporting period or expected to have a material effect on the financial

condition in future periods

Risk management and corporate governance practices, including management of both financial

and non-financial risks.

Non-IFRS financial information

ASIC-RG 230 If the directors consider it appropriate to include non-IFRS financial information in the OFR, the

directors’ report or another document in the annual report, the guidelines in Section D of ASIC

Regulatory Guide 230 Disclosing non-IFRS financial information (available at www.asic.gov.au) should

be followed to assist in reducing the risk of non-IFRS financial information being misleading40.

Important considerations include that:

IFRS financial information should be given equal or greater prominence compared to non IFRS

financial information, in particular IFRS profit

Non-IFRS information should:

‒ Be explained and reconciled to IFRS financial information

‒ Be calculated consistently from period to period

‒ Be unbiased and not used to remove ‘bad news’.

Entities should refer to the complete document when preparing their reports as it provides detailed

guidance for presenting non-IFRS financial information.

A clear statement should be made about whether or not the non-IFRS financial information has been

audited or reviewed in accordance with Australian Auditing Standards.

Changes in state of affairs

s.299(1)(b) During the financial year, the consolidated entity disposed of its toy business. The consolidated entity

is also seeking to dispose of its bicycle business, in order to focus its operations towards the

manufacture and distribution of electronic equipment and leisure goods as proposed and agreed at

the company’s last Annual General Meeting. Other than the above, there was no significant change in

the state of affairs of the consolidated entity during the financial year.

Subsequent events

s.299(1)(d) On 2 February 2019, the premises of Subfive Limited were seriously damaged by fire. Insurance claims

are in process, but the cost of refurbishment is currently expected to exceed the amount that will be

reimbursed by $___ million.

Other than the above, there has not been any matter or circumstance occurring subsequent to the

end of the financial year that has significantly affected, or may significantly affect, the operations of the

consolidated entity, the results of those operations, or the state of affairs of the consolidated entity in

future financial years.

40 Non-IFRS financial information is financial information presented other than in accordance with all relevant accounting standards.

http://asic.gov.au/regulatory-resources/find-a-document/regulatory-guides/rg-230-disclosing-non-ifrs-financial-information/


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Future developments

s.299(1)(e), s.299(3)

Directors must bring likely developments in the operations of the consolidated entity in future financial

years and the expected results of those operations to the attention of the users of the annual report.

These disclosures are not required where they would result in unreasonable prejudice to the entity.

s.299A(1)(c), (2) The directors’ report for a company, registered scheme or disclosing entity that is listed must also

contain information that members of the listed entity would reasonably require to make an informed

assessment of the consolidated entity’s prospects for future financial years.

Use of the ‘unreasonable prejudice’ exemption

In determining whether any information should be omitted in the case of ‘unreasonable prejudice’,

RG 247 suggest that:

Unreasonable prejudice means the consequence would be unreasonable if, for example,

disclosing the information is likely to give third parties (such as competitors, suppliers and buyers)

a commercial advantage, resulting in a material disadvantage to the entity

Likely means ‘more than a possibility’ or ‘more probable than not’.

Even where the exemption is relied upon it is still expected that some information should be able to

be disclosed about an entities business strategies and prospects.

Environmental regulations

s.299(1)(f) If the consolidated entity’s operations are subject to any particular and significant environmental

regulation under a law of the Commonwealth or of a State or Territory, the directors’ report should

disclose details of the consolidated entity’s performance in relation to the environmental regulation.

ASIC-RG 68.74 ASIC has provided the following guidance on completing environmental regulations disclosures:

Prima facie, the requirements would normally apply where an entity is licensed or otherwise

subject to conditions for the purposes of environmental legislation or regulation

The requirements are not related specifically to financial disclosures (e.g. contingent liabilities and

capital commitments) but relate to performance in relation to environmental regulation. Hence,

accounting concepts of materiality in financial statements are not applicable

The information provided in the directors’ report cannot be reduced or eliminated because

information has been provided to a regulatory authority for the purposes of any environmental

legislation

The information provided in the director’s report would normally be more general and less

technical than information which an entity is required to provide in any compliance reports to an

environmental regulator.

Dividends

s.300(1)(a) In respect of the financial year ended 31 December 2017, as detailed in the directors’ report for that

financial year, a final dividend of ____ cents per share franked to ____% at 30% corporate income tax

rate was paid to the holders of fully paid ordinary shares on [insert date].

s.300(1)(a) In respect of the financial year ended 31 December 2018, an interim dividend of ____ cents per share

franked to ____% at 30% corporate income tax rate was paid to the holders of fully paid ordinary

shares on [insert date].

s.300(1)(a) In respect of the financial year ended 31 December 2018, a dividend of ____ cents per share franked to

____% at 30% corporate income tax rate was paid to the holders of convertible non-participating

preference shares on [insert date].

s.300(1)(a) In respect of the financial year ended 31 December 2018, an interim dividend of ____ cents per share

franked to ____% at 30% corporate income tax rate was paid to the holders of redeemable cumulative

preference shares on [insert date].


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s.300(1)(b) In respect of the financial year ended 31 December 2018, the directors recommend the payment of a

final dividend of ____ cents per share franked to ____% at 30% corporate income tax rate to the holders

of fully paid ordinary shares on [insert date].

Where no dividends have been paid or declared since the start of the financial year, and/or the

directors do not recommend the payment of a dividend in respect of the financial year, the directors’

report should disclose that fact.

AASB110.13 If dividends are declared (i.e. the dividends are appropriately authorised and no longer at the

discretion of the entity) after the reporting date but before the financial statements are authorised for

issue, the dividends are not recognized as a liability at the reporting date because no obligations exist

at that time. Such dividends are disclosed in the notes to the financial statements in accordance with

AASB 101 Presentation of Financial Statements.

Shares under option or issued on exercise of options

The directors’ report should include details of:

s.300(1)(f) Shares or interests issued during or since the end of the financial year as a result of the exercise of

an option over unissued shares or interests

s.300(1)(e) Unissued shares or interests under option as at the date of the directors’ report.

s.300(3) The disclosures required by s.300(1)(e) and s.300(1)(f) cover:

Options over unissued shares and interests of the company, registered scheme or disclosing

entity

If consolidated financial statements are required – options over unissued shares and interests of

any controlled entity that is a company, registered scheme or disclosing entity.

s.300(6) The details of unissued shares or interests under option should include:

The company, registered scheme or disclosing entity that will issue shares or interests when the

options are exercised

The number and classes of those shares or interests

The issue price, or the method of determining the issue price, of those shares or interests

The expiry date of the options

Any rights that option holders have under the options to participate in any share issue or interest

issue of the company, registered scheme or disclosing entity or of any other body corporate or

registered scheme.

s.300(7) The details of shares and interests issued as a result of the exercise of any option should include:

The company, registered scheme or disclosing entity issuing the shares or interests

The number of shares or interests issued

If the company, registered scheme or disclosing entity has different classes of shares or interests,

the class to which each of those shares or interests belongs

The amount unpaid on each of those shares or interests

The amount paid, or agreed to be considered as paid, on each of those shares or interests.

s.300(1)(e), s.300(3), s.300(6)

Details of unissued shares or interests under option as at the date of this report are:

Issuing entity

Number of

shares under

option

Class of

shares

Exercise

price of

option

Expiry date of

options



136,000

60,000

Ordinary

Ordinary

$1.00

$1.00

[insert date]

[insert date]

(a) These share options can only be exercised once the share price of International GAAP Holdings Limited exceeds

$4.00.


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The holders of these options do not have the right, by virtue of the option, to participate in any share

issue or interest issue of the company or of any other body corporate or registered scheme.

s.300(1)(f), s.300(3), s.300(7)

Details of shares or interests issued during or since the end of the financial year as a result of exercise

of an option are:

Issuing entity

Number of shares

issued Class of shares

Amount paid for

shares

Amount unpaid on

shares

International GAAP

Holdings Limited

314,000 Ordinary $1.00 $nil

Indemnification of officers and auditors

s.300(1)(g), s.300(8), s.300(9)

During the financial year, the company paid a premium in respect of a contract insuring the directors

of the company (as named above), the company secretary, Mr A.B. Grey, and all executive officers of

the company and of any related body corporate against a liability incurred as such a director, secretary

or executive officer to the extent permitted by the Corporations Act. The contract of insurance

prohibits disclosure of the nature of the liability and the amount of the premium.

The company has not otherwise, during or since the end of the financial year, except to the extent

permitted by law, indemnified or agreed to indemnify an officer or auditor of the company or of any

related body corporate against a liability incurred as such an officer or auditor.

Where the company has not indemnified or agreed to indemnify an officer or auditor against a liability

incurred, or paid an insurance premium in respect of a contract insuring against a liability incurred by

an officer or auditor, the following disclosure is encouraged:

‘During or since the end of the financial year the company has not indemnified or made a relevant

agreement to indemnify an officer or auditor of the company or of any related body corporate against

a liability incurred as such an officer or auditor. In addition, the company has not paid, or agreed to

pay, a premium in respect of a contract insuring against a liability incurred by an officer or auditor.’

Directors’ meetings [public companies only]

s.300(10)(b), (c) The following table sets out the number of directors’ meetings (including meetings of committees of

directors) held during the financial year and the number of meetings attended by each director (while

they were a director or committee member). During the financial year, 12 board meetings, 2

nomination and remuneration committee meetings, 4 audit committee meetings and 4 risk

management committee meetings were held.

Board of directors

Nomination

& remuneration

committee Audit committee

Risk management

committee

Directors Held Attended Held Attended Held Attended Held Attended

C.J. Chambers

P.H. Taylor

F.R. Ridley

A.K. Black

B.M. Stavrinidis

W.K. Flinders

S.M. Saunders

12

12

12

-

12

1

10

12

10

11

-

12

1

9

-

-

2

-

2

1

1

-

-

2

-

2

1

1

4

-

4

-

4

-

-

4

-

4

-

4

-

-

4

-

-

-

4

-

4

4

-

-

-

4

-

4

s.300(10) Disclosure of directors’ meetings is not required for a public company which is a wholly-owned

controlled entity of another company.


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Registered schemes [registered schemes only]

s.300(12) The directors’ report for a listed registered scheme should disclose the following details for each

director of the company that is the responsible entity for the scheme:

Their relevant interests in the scheme

Their rights or options over interests in the scheme

Contracts to which the director is a party or under which the director is entitled to a benefit and

that confer a right to call for or deliver interests in the scheme.

s.300(13) The directors’ report for a registered scheme (whether listed or unlisted) should disclose details of:

The fees paid to the responsible entity and its associates out of scheme property during the

financial year

The number of interests in the scheme held by the responsible entity or its associates as at the

end of the financial year

Interests in the scheme issued during the financial year

Withdrawals from the scheme during the financial year

The value of the scheme’s assets as at the end of the financial year, and the basis for the valuation

The number of interests in the scheme as at the end of the financial year.

Proceedings on behalf of the company

s.300(14) The directors’ report should disclose, with respect to persons applying for leave under s.237 to bring,

or intervene in, proceedings on behalf of the company, the applicant’s name and a statement whether

leave was granted.

s.300(15) Where leave is granted under s.237, the directors’ report should disclose the following details of any

proceedings that a person has brought, or intervened in, on behalf of the company:

The person’s name

The names of the parties to the proceedings

Sufficient information to enable members to understand the nature and status of the proceedings

(including the cause of action and any orders made by the court).

Non-audit services [listed companies only]

s.300(2A), s.300(11B) (a)

Details of amounts paid or payable to the auditor for non-audit services provided during the year by

the auditor are outlined in note 65A to the financial statements.

s.300(11B) (b) The directors are satisfied that the provision of non-audit services, during the year, by the auditor (or

by another person or firm on the auditor’s behalf) is compatible with the general standard of

independence for auditors imposed by the Corporations Act.

s.300(11B)(c) The directors are of the opinion that the services as disclosed in note 65A to the financial statements

do not compromise the external auditor’s independence, based on advice received from the Audit

Committee, for the following reasons41:

All non-audit services have been reviewed and approved to ensure that they do not impact the

integrity and objectivity of the auditor

None of the services undermine the general principles relating to auditor independence as set out

in APES 110 Code of Ethics for Professional Accountants issued by the Accounting Professional &

Ethical Standards Board, including reviewing or auditing the auditor’s own work, acting in a

management or decision-making capacity for the company, acting as advocate for the company or

jointly sharing economic risks and rewards.

41 Note 50A is included in this guide on page 177


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s.300(11D) The statements under s.300(11B)(b) and (c) must be made in accordance with:

Advice provided by the listed company’s audit committee if the company has an audit committee,

or

A resolution of the directors of the listed company if the company does not have an audit

committee.

s.300(11E) A statement is taken to be made in accordance with advice provided by the company’s audit

committee only if:

The statement is consistent with that advice and does not contain any material omission of

material included in that advice

The advice is endorsed by a resolution passed by the members of the audit committee

The advice is written advice signed by a member of the audit committee on behalf of the audit

committee and given to the directors.

Auditor’s independence declaration

s.298(1AA), (c) The auditor’s independence declaration is included after this report on page 179.

Extension of audit rotation period [listed companies only]

s.300(11AA) Where, in accordance with s.324DAA, the directors of the company by resolution grant an approval for

an individual to play a significant role in the audit of a listed company by extending the audit

involvement period from the normal five successive financial years to six or seven successive financial

years, the report must include details of and the reasons for the approval.

s.300(11A) Where, in accordance with s.342A, ASIC has made a declaration to enable an individual who is a

registered company auditor to continue to play a significant role (as defined in s.9 of the Corporations

Act) in the audit of a listed company (by extending the audit involvement period from the normal five

successive financial years to six or seven successive financial years), the directors’ report must include

details of the declaration.

True and fair view

s.298(1A) If the financial statements for a financial year include additional information under s.295(3)(c) to give a

true and fair view of financial position and performance, the directors’ report for the financial year

must also:

Set out the directors’ reasons for forming the opinion that the inclusion of that additional

information was necessary to give a true and fair view required by s.297

Specify where that additional information can be found in the financial statements.


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Rounding off of amounts

If the company is of the kind referred to in ASIC Corporations (Rounding in Financials/Directors’ Reports)

Instrument 2016/191, dated 24 March 2016, and consequently the amounts in the directors’ report and

the financial statements are rounded, that fact must be disclosed in the financial statements or the

directors’ report.

ASIC-CI 2016/191

The company is a company of the kind referred to in ASIC Corporations (Rounding in Financials/Directors’

Reports) Instrument 2016/191, dated 24 March 2016, and in accordance with that Corporations

Instrument amounts in the directors’ report and the financial statements are rounded off to the

nearest thousand dollars, unless otherwise indicated.

Or

ASIC-CI 2016/191




nearest hundred thousand dollars, unless otherwise indicated.

Or

ASIC-CI 2016/191




nearest million dollars, unless otherwise indicated.


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s.300A(1), (1A), (2) Remuneration report [all listed disclosing entities that are companies]

This model remuneration report is suitable for use as a guide only and will not be appropriate for

use by all companies required to prepare a remuneration report. Each company shall consider its

respective circumstances and amend the disclosures as necessary.

Entities preparing Tier 2 (RDR) financial reports cannot be listed entities (as all listed entities are

deemed to have public accountability and are thereby required to prepare Tier 1 reports), and

accordingly will not be required to prepare a remuneration report

Defined terms

s.9, AASB 124.9

Key management personnel are those persons having authority and responsibility for

planning, directing and controlling the activities of the entity, directly or indirectly, including any

director (whether executive or otherwise) of that entity.

s.9 Closely related party of a member of the key management personnel for an entity is defined to

include:

A spouse or child of the member

A child of the member’s spouse

A dependant of the member or of the member’s spouse

Anyone else who is one of the member’s family and may be expected to influence the

member, or be influenced by the member, in the member’s dealings with the entity

A company the member controls

A person prescribed by the regulations for the purposes of this paragraph.

s.206K(2)(b) A remuneration committee is a committee of the board of directors of the company that has

functions relating to the remuneration of key management personnel for the company.

s.9 Remuneration consultant means a person:

(a) Who makes a remuneration recommendation under a contract for services with the company

to whose key management personnel the recommendation relates

(b) Who is not an officer or employee of the company.

s.9B(1)-(4) 1. A remuneration recommendation is:

a. A recommendation about either or both of the following:

(i) How much the remuneration should be

(ii) What elements the remuneration should have

for one or more members of the key management personnel for a company, or

b. A recommendation or advice about a matter or of a kind prescribed by the regulations.

2. None of the following is a remuneration recommendation (even if it would otherwise be

covered by s.9B(1) above):

a. Advice about the operation of the law (including tax law)

b. Advice about the operation of accounting principles (for example, about how options

should be valued)

c. Advice about the operation of actuarial principles and practice

d. The provision of facts

e. The provision of information of a general nature relevant to all employees of the company

f. A recommendation, or advice or information, of a kind prescribed by the regulations.

(Regulation 1.2.01 of the of the Corporations Regulations 2001 prescribes that for

s.9B(2)(f), a recommendation, or advice or information, provided in relation to one or more

members of the key management personnel for a company by an employee of a company

within the same consolidated entity, is not a remuneration recommendation).


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3. s.9B(2) does not limit the things that are not remuneration recommendations, nor does it

mean that something specified in that subsection would otherwise be a remuneration

recommendation within the meaning of s.9B(1)

4. ASIC may by writing declare that s.9B(1) above does not apply to a specified recommendation

or specified advice, but may do so only if ASIC is satisfied that it would be unreasonable in the

circumstances for the advice or recommendation to be a remuneration recommendation.

The declaration has effect accordingly. The declaration is not a legislative instrument.

Prescribed details in relation to remuneration

s.300A(1)(c), Reg2M.3.03

The prescribed details in relation to remuneration referred to in s.300A(1)(c) are detailed in

Regulation 2M.3.03 of the Corporations Regulations. The prescribed details must be provided in

respect of the following persons:

If consolidated financial statements are required – each member of the key management

personnel for the consolidated entity, or

If consolidated financial statements are not required – each member of the key management

personnel for the company.

s.300A(1)(d), (1)(e) Note, s.300A(1)(d) and s.300A(1)(e) specify further remuneration details that must be made in the

remuneration report in respect of the persons noted above.

This remuneration report, which forms part of the directors’ report, sets out information about

the remuneration of International GAAP Holdings Limited’s key management personnel for the

financial year ended 31 December 2018 The term ‘key management personnel’ refers to those

persons having authority and responsibility for planning, directing and controlling the activities of

the consolidated entity, directly or indirectly, including any director (whether executive or

otherwise) of the consolidated entity. The prescribed details for each person covered by this

report are detailed below under the following headings:

Key management personnel

Remuneration policy

Relationship between the remuneration policy and company performance


Key terms of employment contracts.

Key management personnel

Reg2M.3.03 (1) (Item 1-5)

The directors and other key management personnel of the consolidated entity during or since the

end of the financial year were:

Non-executive directors

C.J. Chambers

F.R. Ridley

A.K. Black (appointed 17 January 2018)

B.M. Stavrinidis

W.K. Flinders (resigned 3 February 2018)

S.M. Saunders (appointed 3 February 2018,

resigned 19 January 2019)

Position

Chairman, Non-executive director

Non-executive director





Executive officers

P.H. Taylor

W.L. Lee

L.J. Jackson

C.P. Daniels (resigned 21 January 2018)

N.W. Wright (resigned 27 June 2018)

T.L. Smith (appointed 15 January 2018)

Position

Executive Director, Chief Executive Officer

Chief Financial Officer

Chief Marketing Officer

Chief Operations Officer

General Manager – [describe]

General Manager – [describe]

Except as noted, the named persons held their current position for the whole of the financial year

and since the end of the financial year.


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Remuneration policy

s.300A(1)(a) The directors’ report for a financial year for a company must include (in a separate and clearly

identified section of the report) discussion of board policy for determining, or in relation to, the

nature and amount (or value, as appropriate) of remuneration of the key management personnel

for:

(a) The company, if consolidated financial statements are not required, or

(b) The consolidated entity, if consolidated financial statements are required.

The report must also include:

s.300A(1)(f) (a) Such other matters related to the policy or policies referred to in s.300A(1)(a) above as are

prescribed by the regulations, and

s.300A(1)(g) (b) If:

(i) At the company's most recent AGM, comments were made on the remuneration

report that was considered at that AGM, and

(ii) When a resolution that the remuneration report for the last financial year be

adopted was put to the vote at the company's most recent AGM, at least 25% of the

votes cast were against adoption of that report,

an explanation of the board's proposed action in response or, if the board does not propose

any action, the board's reasons for inaction

s.300A(1)(h) (c) If a remuneration consultant made a remuneration recommendation in relation to any of the

key management personnel for the company or, if consolidated financial statements are

required, for the consolidated entity, for the financial year:

(i) The name of the consultant

(ii) A statement that the consultant made such a recommendation

(iii) If the consultant provided any other kind of advice to the company or entity for the

financial year – a statement that the consultant provided that other kind or those

other kinds of advice

(iv) The amount and nature of the consideration payable for the remuneration

recommendation

(v) The amount and nature of the consideration payable for any other kind of advice

referred to in subparagraph (iii)

(vi) Information about the arrangements the company made to ensure that the making

of the remuneration recommendation would be free from undue influence by the

member or members of the key management personnel to whom the

recommendation relates

(vii) A statement about whether the board is satisfied that the remuneration

recommendation was made free from undue influence by the member or members

of the key management personnel to whom the recommendation relates

(viii) If the board is satisfied that the remuneration recommendation was made free from

undue influence by the member or members of the key management personnel to

whom the recommendation relates – the board's reasons for being satisfied of this.

Relationship between the remuneration policy and company performance

Extent (or otherwise) of remuneration being dependent on satisfaction of a performance

condition

A disclosing entity that is a company must disclose:

s.300A(1)(e)(i) (a) An explanation of the relative proportions of those elements of the remuneration of a

member of key management personnel for the company, or if consolidated financial

statements are required, for the consolidated entity, that are related to performance and

those elements of the person’s remuneration that are not


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s.300A(1)(d) (b) If an element of the remuneration of a member of key management personnel for the

company, or if consolidated financial statements are required, for the consolidated entity

consists of securities of a body and that element is not dependent on the satisfaction of a

performance condition – an explanation of why that element of the remuneration is not

dependent on the satisfaction of a performance condition must be disclosed

s.300A(1) (ba) (a) If an element of the remuneration of a member of key management personnel for the

company, or if consolidated financial statements are required, for the consolidated entity, is

dependent on the satisfaction of a performance condition:

(i) A detailed summary of the performance condition

(ii) An explanation of why the performance condition was chosen

(iii) A summary of the methods used in assessing whether the performance condition is

satisfied and an explanation of why those methods were chosen

(iv) If the performance condition involves a comparison with factors external to the

company:

i) A summary of the factors to be used in making the comparison

ii) If any of the factors relates to the performance of another company, of 2 or

more other companies or of an index in which the securities of a company or

companies are included – the identity of that company, of each of those

companies or of the index.

No hedging of remuneration of key management personnel

s.206J(1),(3) 1. A member of the key management personnel for a company that is a disclosing entity, or a

closely related party of such a member, must not enter into an arrangement (with anyone) if

the arrangement would have the effect of limiting the exposure of the member to risk

relating to an element of the member's remuneration that:

2. Has not vested in the member, or

3. Has vested in the member but remains subject to a holding lock.

4. Without limiting s.206J(1)(a), remuneration that is not payable to a member until a particular

day is, until that day, remuneration that has not vested in the member

5. In determining whether an arrangement has the effect described in s.206J(1) in relation to an

element of remuneration described in that subsection, regard is to be had to the regulations

made for the purposes of this subsection (see Regulation 2D.7.01 of the Corporations

Regulations 2001).

Discussion of the relationship between the remuneration policy and company

performance

s.300A(1)(b) The directors’ report must include discussion of the relationship between the remuneration

policy for key management personnel and the company’s performance.

s.300A (1AA) Without limiting the requirements of s.300A(1)(b), the discussion under that subsection of the

company’s performance must specifically deal with:

(a) The company’s earnings

(b) The consequences of the company's performance on shareholder wealth,

in the financial year to which the report relates and in the previous 4 financial years.

s.300A (1AB) In determining, for the purposes of s.300A(1AA), the consequences of the company’s

performance on shareholder wealth in a financial year, have regard to:

(a) Dividends paid by the company to its shareholders during that year

(b) Changes in the price at which shares in the company are traded between the beginning and

the end of that year

(c) Any return of capital by the company to its shareholders during that year that involves:

(i) The cancellation of shares in the company

(ii) A payment to the holders of those shares that exceeds the price at which shares in

that class are being traded at the time when the shares are cancelled


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(d) Any other relevant matter.

s.300A(1)(b) Illustrated below is an example of how an entity may present information to comply with

s.300A(1AA) and s.300A(1AB). Alternatively, an entity may elect to present such information

graphically. The illustrative tables must be accompanied by discussion relevant to explaining the

relationship between the remuneration policy and company performance.

s.300A (1AA), (1AB) The tables below set out summary information about the consolidated entity’s earnings and

movements in shareholder wealth for the five years to 31 December 2018:

31 Dec 18

$’000

31 Dec 17

$’000

31 Dec 16

$’000

31 Dec 15

$’000

31 Dec 14

$’000

Revenue

Net profit before tax

Net profit after tax

140,918

41,773

27,049

151,840

45,124

30,327

217,054

42,567

28,217

205,321

40,243

26,211

200,058

39,011

26,208

31 Dec 18 31 Dec 17 31 Dec 16 31 Dec 15 31 Dec 14

Share price at start of year

Share price at end of year

Interim dividend(i)

Final dividend(i),(ii)

Basic earnings per share

Diluted earnings per share

$2.65

$3.37

17.85cps

26.31cps

132.2cps

115.5cps

$2.59

$2.65

12.71cps

19.36cps

137.0cps

130.5cps

$2.61

$2.59

12.71cps

18.93cps

133.0cps

127.5cps

$2.54

$2.61

10.00cps

15.00cps

123.5cps

118.4cps

$1.90

$2.54

10.00cps

15.00cps

123.5cps

118.4cps

(i) Franked to ____% at 30% corporate income tax rate.

(ii) Declared after the end of the reporting period and not reflected in the financial

statements.

In addition, during the financial year International GAAP Holdings Limited repurchased ____

thousand shares for $____ thousand. The shares were repurchased at the prevailing market price

on the date of the buy-back.


Reg2M.3.03(1) (Item 6-9, 11)

Short-term employee benefits

Post-

employ-

ment

benefits

Long-

term

employee

benefits

Share-

based

payments

2018

Salary

& fees

$

Cash

Bonus

$

Non-

monetary

$

Other

$

Super-

annu-

ation

$

Long

service

leave

$

Options

& rights

(i)

$

Total

$


C.J. Chambers

F.R. Ridley

B.M. Stavrinidis

W.K. Flinders

S.M. Saunders

76,000

65,000

65,000

4,000

65,000

-

-

-

-

-

28,050

25,091

26,800

800

15,159

1,250

854

685

200

689

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

105,300

90,945

92,485

5,000

80,848

Executive officers

P.H. Taylor

W.L. Lee

L.J. Jackson

C.P. Daniels

N.W. Wright

T.L. Smith

261,600

183,712

187,928

185,500

184,000

180,000

-

10,000

-

-

-

-

66,280

6,796

16,481

14,805

12,761

4,734

1,240

-

-

-

-

-

30,000

17,937

20,000

20,000

17,708

16,716

5,400

8,788

4,572

-

-

1,000

105,600

7,500

7,500

5,000

5,000

8,663

470,120

234,733

236,481

225,305

219,469

211,113

1,971,799


170

Source

Reg2M.3.03(1) (Item 6-9, 11)

Short-term employee benefits

Post-

employ-

ment

benefits

Long-

term

employee

benefits

Share-

based

payments

2017

Salary

& fees

$

Cash

Bonus

$

Non-

monetary

$

Other

$

Super-

annu-

ation

$

Long

service

leave

$

Options

& rights

(i)

$

Total

$


C.J. Chambers

F.R. Ridley

B.M. Stavrinidis

W.K. Flinders

O.H. O’Brien

65,125

62,000

62,000

62,000

36,750

-

-

-

-

-

25,400

23,162

24,350

24,350

20,120

1,125

850

670

680

312

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

91,650

86,012

87,020

87,030

57,182

Executive officers

P.H. Taylor

W.L. Lee

L.J. Jackson

C.P. Daniels

N.W. Wright

E.P Hart

229,860

179,372

180,690

171,250

173,738

179,375

-

-

-

-

-

-

53,800

5,980

14,503

13,028

11,230

12,500

1,125

-

-

-

-

-

38,000

17,300

20,000

20,000

17,500

17,270

10,140

6,878

5,560

7,750

4,587

-

57,500

-

-

-

-

-

390,425

209,530

220,753

212,028

207,055

209,145

1,857,830

(i) The value of the options and rights granted to key management personnel as part of

their remuneration is calculated as at the grant date using a binomial pricing model. The

amounts disclosed as part of remuneration for the financial year have been determined

by allocating the grant date value on a straight-line basis over the period from grant date

to vesting date.

s.300A(1)(e)(i) The relative proportions of those elements of remuneration of key management personnel that

are linked to performance:

Fixed remuneration

Remuneration linked to

performance

2018 2017 2018 2017


C.J. Chambers

F.R. Ridley

B.M. Stavrindis

W.K. Flinders

O.H. O’Brien

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

-

-

-

-

-

-

-

-

-

-

Executive officers

P.H. Taylor

W.L. Lee

L.J. Jackson

C.P. Daniels

N.W. Wright

E.P Hart

77.5%

92.5%

96.8%

97.8%

97.7%

95.9%

85.3%

100%

100%

100%

100%

100%

22.5%

7.5%

3.2%

2.2%

2.3%

4.1%

14.7%

-

-

-

-

-

Reg2M.3.03(1) (Item 10)

No key management personnel appointed during the period received a payment as part of his or

her consideration for agreeing to hold the position.


171

Source

Payments and benefits

Reg2M.3.03(1) (Item 6-11)

The tables above do not illustrate all the payments and benefits specified by Regulation 2M.3.03

that must be disclosed, if present. Disclosure of the following payments and benefits in respect of

each s.300A(1)(c) identified person is required:

The person’s short-term employee benefits, divided into at least the following components:

(i) Cash salary, fees and short-term compensated absences

(ii) Short-term cash profit-sharing and other bonuses

(iii) Non-monetary benefits

(iv) Other short-term employee benefits

The person’s post-employment benefits, divided into at least the following components:

(i) Pension and superannuation benefits

(ii) Other post-employment benefits

The person’s long-term employee benefits other than benefits mentioned in items 6 and 7

(i.e. short-term employee benefits and post-employment benefits) and long-term, separately

identifying any amount attributable to a long-term incentive plan

The person’s termination benefits

For any position the person started to hold during the financial year, payments (if any) made

to the person, before the person started to hold the position, as part of the consideration for

the person agreeing to hold the position, including:

(i) The monetary value of the payment

(ii) The date of the payment

Share-based payments made to the person, divided into at least the following components:

(i) Equity-settled share based payment transactions, showing separately:

(ii) Shares and units

(iii) Options and rights

(iv) Cash-settled share based payment transactions

(v) All other forms of share based payment compensation (including hybrids).

Total of a person’s compensation

Disclosure of the total compensation for each identified person is not specifically required by

s.300A or Regulation 2M.3.03, however Deloitte recommends that it be made as a matter of good

practice.

Comparative information

Reg2M.3.03(2) For items 6-9 and 11 of Regulation 2M.3.03, information of the kind described in the item for the

previous financial year must also be disclosed in the financial year to which the item relates (to

give comparative information for the purposes of the item), but this does not apply in relation to

the first financial year in which paragraph 300A(1)(c) of the Corporations Act applies in relation to

a person.

Bonuses and share-based payments granted as compensation for the current financial

year

Reg2M.3.03(1) (Item 12)

Cash bonuses

W.L. Lee was granted a cash bonus of $10,000 on 13 June 2018. The cash bonus was given, on

successful acquisition by the consolidated entity, for his identification of the manufacturing

business of Subseven Limited as an advantageous investment opportunity earlier in the reporting

period.

No other cash bonuses were granted during the financial year.


172

Source

Reg2M.3.03 (1)(Item 12(b), (c), 15(b)(ii), (b)(iii), (b)(v))

Employee share option plan

International GAAP Holdings Limited operates an ownership-based scheme for executives and

senior employees of the consolidated entity. In accordance with the provisions of the plan, as

approved by shareholders at a previous annual general meeting, executives and senior

employees with more than five years service with the company may be granted options to

purchase parcels of ordinary shares at an exercise price of $1.00 per ordinary share.

Each employee share option converts into one ordinary share of International GAAP Holdings

Limited on exercise. No amounts are paid or payable by the recipient on receipt of the option.

The options carry neither rights to dividends nor voting rights. Options may be exercised at any

time from the date of vesting to the date of their expiry.

The number of options granted is calculated in accordance with the performance based formula

approved by shareholders at a previous annual general meeting and is subject to approval by the

Remuneration Committee. The formula rewards executives and senior employees against the

extent of the consolidated entity’s and individual’s achievement against both qualitative and

quantitative criteria from the following financial and customer service measures:

Improvement in share price

Improvement in net profit

Improvement in return to shareholders

Reduction in warranty claims

Results of client satisfaction surveys

Reduction in rate of staff turnover

The options granted expire within twelve months of their issue, or one month of the resignation

of the executive or senior employee, whichever is the earlier.

Reg2M.3.03(1) (Item 12(a), (b), (g), 15(b)(i), (b)(ii), (b)(iv), (b)(vi))

Terms and conditions of share-based payment arrangements affecting remuneration of key

management personnel in the current financial year or future financial years:

Options

series

Grant

date

Grant date

fair value

Exercise

price

Expiry date Vesting date

Series 3

Series 4

30/03/16

30/09/17

$1.20

$1.05

$1.00

$1.00

30/03/19

30/09/19

Vests at the date of grant.

Vests on the date that the

International GAAP Holdings

Limited share price exceeds

$4.00, and provided that the

eligible recipient is employed by

the company on that date

Reg2M.3.03(1) (Item 12(d), 14)

There has been no alteration of the terms and conditions of the above share-based payment

arrangements since the grant date.

Details of share-based payments granted as compensation to key management personnel during

the current financial year:

Reg2M.3.03(1) (Item 12(e), (f) 15(a))

During the financial year

Name

Option

series No. granted No. vested

% of grant

vested

% of grant

forfeited

P.H. Taylor

W.L. Lee

L.J. Jackson

C.P. Daniels

N.W. Wright

T.L. Smith

Series 3

Series 3

Series 3

Series 3

Series 3

Series 4

88,000

6,250

6,250

4,167

4,167

32,036

88,000

6,250

6,250

4,167

4,167

nil

100%

100%

100%

100%

100%

nil

n/a

n/a

n/a

n/a

n/a

nil


173

Source

Reg2M.3.03(1) (Item 16)

During the year, the following key management personnel exercised options that were granted to

them as part of their compensation. Each option converts into one ordinary share of International

GAAP Holdings Limited.

Name

No. of options

exercised

No. of ordinary

shares of

International

GAAP Holdings

Limited issued Amount paid Amount unpaid

P.H. Taylor

W.L. Lee

L.J. Jackson

C.P. Daniels

N.W. Wright

50,000

6,250

6,250

4,167

4,167

50,000

6,250

6,250

4,167

4,167

$50,000

$6,250

$6,250

$4,167

$4,167

$nil

$nil

$nil

$nil

$nil

s.300A(1) (e)(ii)-(iii) The following table summarises the value of options granted and exercised during the financial

year, in relation to options granted to key management personnel as part of their remuneration:

Value of options

granted

at the grant date (i)

Value of options exercised

at the exercise date (ii)

Name $ $

P.H. Taylor

W.L. Lee

L.J. Jackson

C.P. Daniels

N.W. Wright

T.L. Smith

105,600

7,500

7,500

5,000

5,000

33,638

88,000

15,750

15,750

10,501

10,501

-

(ii) The value of options granted during the financial year is calculated as at the grant date

using a binomial pricing model. This grant date value is allocated to remuneration of key

management personnel on a straight-line basis over the period from grant date to

vesting date.

(iii) The value of options exercised during the financial year is calculated as at the exercise

date using a binomial pricing model.

s.300A(1) (e)(iv) The following table summarises the number of options that lapsed during the financial year, in

relation to options granted to key management personnel as part of their remuneration:

Name

Financial year in which

the options were

granted

No. of

options lapsed during the current

year

[name]

[year] -

Compensation

Reg2M.3.03(1) (Item 12)

For each grant of a cash bonus, performance related bonus or share-based payment

compensation benefit made to a member of key management personnel for the company, or if

consolidated financial statements are required, for the consolidated entity, whether part of a

specific contract for services or not, the remuneration report must include the terms and

conditions of each grant affecting compensation in the reporting period or a future reporting

period, including the following:

(a) The grant date

(b) The nature of the compensation

(c) The service and performance criteria used to determine the amount of compensation


174

Source

(d) If there has been any alteration of the terms or conditions of the grant since the grant date –

the date, details and effect of each alteration (see also ‘alterations and modifications’ below)

(e) The percentage of the bonus or grant for the financial year that was paid to the person or

that vested in the person, in the financial year

(f) The percentage of the bonus or grant for the financial year that was forfeited by the person

(because the person did not meet the service and performance criteria for the bonus or

grant) in the financial year

(g) The financial years, after the financial year which the report relates, for which the bonus or

grant will be payable if the person meets the service and performance criteria for the bonus

or grant

(h) Estimates of the maximum and minimum possible total value of the bonus or grant (other

than option grants) for financial years after the financial year to which the report relates.

Options and rights over equity instruments

Reg2M.3.03(3) A disclosure required by Regulation 2M.3.03(1)(Items 15-19) must:

(a) Be separated into each class of equity instrument

(b) Identify each class of equity instrument by:

(i) The name of the disclosing entity or the relevant subsidiary that issued the equity

instrument

(ii) The class of equity instrument

(iii) If the instrument is an option or right – the class and number of equity instruments

for which it may be exercised.

Reg2M.3.03(1) (Item 15)

If options and rights over an equity instrument issued or issuable by the disclosing entity or any

of its subsidiaries have been provided as compensation to a member of key management

personnel for the company, or if consolidated financial statements are required, for the

consolidated entity, during the reporting period:

(a) The number of options and the number of rights that, during the reporting period:

(i) Have been granted

(ii) Have vested

(b) The terms and conditions of each grant made during the reporting period, including:

(i) The fair value per option or right at grant date

(ii) The exercise price per share or unit

(iii) The amount, if any, paid or payable, by the recipient

(iv) The expiry date

(v) The date or dates when the options or rights may be exercised

(vi) A summary of the service and performance criteria that must be met before the

beneficial interest vests in the person.

Reg2M.3.03(1) (Item 16)

If an equity instrument that is issued or issuable by the disclosing entity or any of its subsidiaries

has been provided as a result of the exercise during the reporting period of options and rights

that have been granted as compensation to a person:

(a) The number of equity instruments

(b) If the number of options or rights exercised differs from the number of equity instruments

disclosed under paragraph (a) – the number of options or rights exercised

(c) The amount paid per instrument

(d) The amount unpaid per instrument.

Alterations and modifications

Reg2M.3.03(1)

(Item 14)

If the terms of share-based payment transactions (including options or rights) granted as

compensation to key management personnel have been altered or modified by the disclosing

entity or any of its subsidiaries during the reporting period:

(a) The date of the alteration


175

Source

(b) The market price of the underlying equity instrument at the date of the alteration

(c) The terms of the grant of compensation immediately before the alteration, including:

(i) The number and class of the underlying equity instruments, exercise price

(ii) The time remaining until expiry

(iii) Each other condition in the terms that affects the vesting or exercise of an option or

other right

(d) The new terms

(e) The difference between:

(i) The total of the fair value of the options or other rights affected by the alteration

immediately before the alteration

(ii) The total of the fair value of the options or other rights immediately after the

alteration.

Key terms of employment contracts

s.300A(1)(e)(vii)

Reg2M.3.03(1)

(Item 13)

The report must also include, for each member of key management personnel for the company,

or if consolidated financial statements are required, for the consolidated entity:

(a) If the person is employed by the company under a contract – the duration of the contract,

the periods of notice required to terminate the contract and the termination payments

provided for under the contract

(b) For each contract for services between a person and the disclosing entity (or any of its

subsidiaries), any further explanation that is necessary in addition to those prescribed in

s.300A(1)(ba) and Regulation 2M.3.03(1)(Item 12) to provide an understanding of:

(c) How the amount of compensation in the current reporting period was determined

(d) How the terms of the contract affect compensation in future periods.

Loans to key management personnel

Reg2M.3.03(1) (Item 20)

The Group has provided several of its key management personnel with short-term loans at rates

comparable to the average commercial rate of interest.

The loans to key management personnel are unsecured.

The following table outlines aggregate amounts in respect of loans made to key management

personnel of the Group.

Reg 2M.3.03

(3A)

The disclosures required by Regulation 2M3.03(1)(Item 20) and Regulation 2M3.03(1)(Item 21)

below does not include loans involved in transactions that are in-substance options, including

non-recourse loans.

Where such loan arrangements exist and are excluded from the table. The following disclosure is

recommended: ‘These balances do not include loans that are in-substance options and are non-

recourse to the Group.’

Reg2M.3.03(1) (Item 20)

Balance

at

1/1/2018

$

Interest charged

$

Arm’s length

interest

differential (i)

$

Allowance

for doubtful

receivables

$

Balance at

31/12/2018

$

Number of key

management

personnel

33,167 2,420,000 3

(i) The amount above refers to the difference between the amount of interest paid and

payable in the reporting period and the amount of interest that would have been

charged on an arms-length basis.

Key management personnel with loans above $100,000 in the reporting period:

Reg2M.3.03(1) (Item 21)

The Group has provided several of its key management personnel with short-term loans at rates

comparable to the average commercial rate of interest.


176

Source

The loans to key management personnel are unsecured.

The following table outlines amounts in relation to loans above $100,000 made to key

management personnel of the Group:

Reg2M.3.03(1) (Item 21)

Name

Balance at

1/1/2018

$

Interest

charged

$

Arm’s

length

interest

different-

ial (i)

$

Allowance for

doubtful

receivables

$

Balance

at

31/12/2018

$

Highest loan

balance

during the

period

$

F.R. Ridley

B.M.

Stavrinidis

C.P. Daniels

-

-

-

8,977

8,070

16,120

-

-

-

-

-

-

1,345,000

269,000

806,000

1,345,000

269,000

806,000

(i) The amount above refers to the difference between the amount of interest paid and

payable in the reporting period and the amount of interest that would have been

charged on an arms-length basis.

Key management personnel equity holdings

Fully paid ordinary shares of International GAAP Holdings Limited

Reg2M.3.03 (1) (Item 21)

Name

Balance at

1/1/2018

No.

Granted as

compensation

No.

Received on

exercise of

options

No.

Net other

change

No.

Balance

at

31/12/2018

No.

Balance

held

nominally

No.

C.J.

Chambers

P.H. Taylor

A.K. Black

W.L. Lee

L.J. Jackson

C.P. Daniels

5,000

1,500

9,000

2,520

1,250

4,584

-

-

-

-

-

-

-

50,000

-

6,250

6,250

4,167

-

(1,500)

(8,000)

3,500

(1,500)

-

5,000

50,000

1,000

12,270

6,000

8,751

-

-

-

3,500

800

-

Convertible notes of International GAAP Holdings Limited

Name

Balance at

1/1/2018

No.

Granted as

compensati

on

No.

Received on

exercise of

options

No.

Net other

change

No.

Balance

at

31/12/2018

No.

Balance

held

nominally

No.

C.J. Chambers

P.H. Taylor

-

-

-

-

-

-

3,000

15,000

3,000

15,000

-

-

Share options of International GAAP Holdings Limited

Reg2M.3.03 (1) (Item 17)

Name

Bal at

1/1/201

8

No.

Granted as

compen-

sation

No.

Exer-

cised

No.

Net

other

change

No.

Bal at

31/12/2018

No.

Bal vested

at

31/12/2018

No.

Vested

but not

exer-

cisable

No.

Vested

and exer-

cisable

No.

Options

vested

during

year

No.

P.H. Taylor

W.L. Lee

L.J. Jackson

C.P. Daniels

N.W. Wright

T.L. Smith

50,000

-

-

-

-

-

88,000

6,250

6,250

4,167

4,167

32,036

(50,000)

(6,250)

(6,250)

(4,167)

(4,167)

-

-

-

-

-

-

-

88,000

-

-

-

-

32,036

88,000

-

-

-

-

-

-

-

-

-

-

-

88,000

-

-

-

-

-

88,000

6,250

6,250

4,167

4,167

-


177

Source

All share options issued to key management personnel were made in accordance with the

provisions of the employee share option plan.

During the financial year, 70,834 options were exercised by key management personnel at an

exercise price of $1 per option for 70,834 ordinary shares in International GAAP Holdings Limited.

No amounts remain unpaid on the options exercised during the financial year at year end.

Further details of the employee share option plan and of share options granted during the 2018

and 2017 financial years are contained in notes 43 and 44 to the financial statements.

Reg2M.3.03 (1) (Item 19)

For a transaction (other than share based payment compensation) that:

(a) Involves an equity instrument issued or issuable by the disclosing entity or any of its

subsidiaries

(b) Has occurred, during the reporting period, between the disclosing entity or any of its

subsidiaries and any of the following:

(i) A key management person

(ii) A close member of the family of that person

(iii) An entity over which the person or the family member has, either directly or

indirectly, control, joint control or significant influence

if the terms or conditions of the transaction were more favourable than those that it is

reasonable to expect the entity would adopt if dealing at arms-length with an unrelated person,

the remuneration report must detail:

(a) The nature of each different type of transaction

(b) For each transaction, the terms and conditions of the transaction.

Other transactions with key management personnel of the Group

Reg 2M.3.03(1) (Item 22)

During the financial year, the Group recognised interest revenue of $20,833 in relation to

debentures with a carrying value of $500,000 offered by a company related to Mr B.M. Stavrinidis

and held by Subone Finance Pty Ltd. The debentures return interest of 6% p.a., payable monthly.

The debentures mature on [insert date].

Reg 2M.3.03(1) (Item 22-24)

Profit for the year includes the following items of revenue and expense that resulted from

transactions, other than compensation, loans or equity holdings, with key management personnel

or their related entities:

2018

Consolidated revenue includes the following amounts arising from transactions

with key management personnel of the Group or their related parties:

- Interest revenue

- Dividend revenue

- Other

20,833

-

-

20,833

Consolidated profit includes the following expenses arising from transactions with

key management personnel of the Group or their related parties:

- Interest expense

- Net amounts written-off and allowances for doubtful receivables

- Other

-

-

-

Total assets arising from transactions other than loans and amounts receivable in

relation to equity instruments with key management personnel or their related

parties:

-

- Current

- Allowance for doubtful receivables

- Non-current

500,000

-

-


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500,000

Total liabilities arising from transactions other than compensation with key

management personnel or their related parties:

- Current

- Non-current

-

-

-

Reg 2M.3.03 (3B) A transaction with, or an amount that is receivable from or payable under a transaction to, a key

management person, a close member of the family of that person, or an entity over which the

person or the family member has, directly or indirectly, control, joint control or significant

influence, is excluded from the requirements of items 22 to 24 of Regulation 2M.3.03 if:

The transaction occurs within a normal employee, customer or supplier relationship on terms

and conditions no more favourable than those that it is reasonable to expect the entity would

have adopted if dealing at arms-length with an unrelated person

Information about the transaction does not have the potential to affect adversely decisions

about the allocation of scarce resources made by users of the financial statements, or the

discharge of accountability by the key management person

The transaction is trivial or domestic in nature.

s.298(2) This directors’ report is signed in accordance with a resolution of directors made pursuant to

s.298(2) of the Corporations Act 2001.

On behalf of the Directors

(Signature)

C.J. Chambers

Director

Sydney, 14 March 2019

Illustrative disclosures | Auditor’s independence declaration

179

Auditor’s independence

declaration Source

Deloitte Touche Tohmatsu

ABN 74 490 121 060

Grosvenor Place

225 George Street

Sydney NSW 2000

PO Box N250 Grosvenor Place

Sydney NSW 1219 Australia

DX: 10307SSE

Tel: +61 (0) 2 9322 7000

Fax: +61 (0) 2 9322 7001

The Board of Directors


167 Admin Ave

SYDNEY, NSW 2000

14 March 2019

Dear Board Members,


s.298(1AA)(c), s.307C, ASIC-CI 2016/188

In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the

following declaration of independence to the directors of International GAAP Holdings Limited.

As lead audit partner for the audit of the financial statements of International GAAP Holdings

Limited for the financial year ended 31 December 2018, I declare that to the best of my

knowledge and belief, there have been no contraventions of:

(i) the auditor independence requirements of the Corporations Act 2001 in relation to the

audit; and

(ii) any applicable code of professional conduct in relation to the audit.

Yours sincerely

DELOITTE TOUCHE TOHMATSU

T.L. Green

Partner

Chartered Accountants

Liability limited by a scheme approved under Professional Standards Legislation.

Illustrative disclosures | Auditor’s independence declaration

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Source

s.307C(1), (3) If an audit firm, audit company or individual auditor conducts an audit or review of the financial

statements for the financial year, the individual or lead auditor must give the directors of the

company, registered scheme or disclosing entity a written declaration that, to the best of the

individual or lead auditor’s knowledge and belief, there have been:

No contraventions of the auditor independence requirements of the Corporations Act 2001 in

relation to the audit or review

No contraventions of any applicable code of professional conduct in relation to the audit or

review.

Alternatively, if contraventions have occurred, the auditor is required to set out those

contraventions in a written declaration that, and include a statement in the declaration that to

the best of the individual or lead auditor’s knowledge and belief, those contraventions are the

only contraventions of:

The auditor independence requirements of the Corporations Act 2001 in relation to the audit

or review, or

Any applicable code of professional conduct in relation to the audit or review.

s.307C(5)(a) The auditor’s independence declaration must be given when the audit report is given to the

directors of the company, registered scheme or disclosing entity (other than when the conditions

in s.307(5A) are satisfied – see below) and must be signed by the person making the declaration.

s.307(5A) A declaration under s.307C(1) or s.307C(3) in relation to financial statements for a financial year

satisfies the conditions in this subsection if:

The declaration is given to the directors of the company, registered scheme or disclosing

entity before the directors pass a resolution under s.298(2) in relation to the directors’ report

for the financial year

A director signs the directors’ report within 7 days after the declaration is given to the

directors

The auditors’ report on the financial statements is made within 7 days after the directors’

report is signed

The auditors’ report includes either of the following statements:

A statement to the effect that the declaration would be in the same terms if it had been

given to the directors at the time that auditors’ report was made

A statement to the effect that circumstances have changed since the declaration was given

to the directors, and setting out how the declaration would differ if it had been given to the

directors at the time the auditor’s report was made.

s.307C(5B) An individual auditor or lead auditor is not required to give a declaration under s.307C(1) and

s.307C(3) in respect of a contravention if:

The contravention was a contravention by a person of s.324CE(2) or s.324CG(2) (strict liability

contravention of specific independence requirements by individual auditor or audit firm), or

s.324CF(2) (contravention of independence requirements by members of audit firms)

The person does not commit an offence because of s.324CE(4), s.324CF(4) or s.324CG(4)

(quality control system defence).

s.298(1AC) A company that is eligible to adopt the corporate governance concessions available to certain

crowd-sourced funded public companies is not required to include a copy of the auditor’s

independence declaration in its financial report where an auditor has not been appointed or

where an audit is not required due to the operation of the concessions (see section 0).

Illustrative disclosures | Independent auditor’s report

181

Independent auditor’s report

Source

Independent auditor’s report

to the members of International GAAP Holdings Limited

An independent auditor’s report shall be prepared by the auditor

in accordance with the Australian Auditing Standards.

Duty to form an opinion

The auditor is required to form an opinion on the following:

s.307(a), s.308(1) Whether the financial statements are in accordance with the Corporations Act, including:

‒ Whether the financial statements comply with Accounting Standards

‒ Whether the financial statements give a true and fair view of the financial performance

and position of the entity (or consolidated entity)

s.307(aa) If the financial statements include additional information under s.295(3)(c) (information

included to give true and fair view of financial position and performance) – whether the

inclusion of that additional information was necessary to give the true and fair view required

by s.297

s.307(b) Whether the auditor has been given all information, explanations and assistance necessary

for the conduct of the audit

s.307(c) Whether the company, registered scheme or disclosing entity has kept financial records

sufficient to enable financial statements to be prepared and audited

s.307(d) Whether the company, registered scheme or disclosing entity has kept other records and

registers as required by the Corporations Act

s.308(3C) If the directors’ report for the financial year includes a remuneration report, whether the

auditor is of the opinion that the remuneration report complies with s.300A of the

Corporations Act. If not of that opinion, the auditor’s report must say why

s.308(3)(b) The auditor is only required to include in the audit report particulars of any deficiency, failure or

shortcoming in respect of any matter referred to in s.307(b), (c) or (d) above.

Qualified audit opinions

s.308(2) Where, in the auditor’s opinion, there has been a departure from a particular Australian

Accounting Standard, the audit report must, to the extent that is practicable to do so, quantify

the effect that non-compliance has on the financial statements. If it is not practicable to quantify

the effect fully, the report must say why.

Duty to report

s.308(3)(a)

s.308(3A)

s.308(3B)

The auditor is required to report any defect or irregularity in the financial statements.

The audit report must include any statements or disclosures required by the auditing standards.

If the financial statements include additional information under s.295(3)(c) (information included

to give true and fair view of financial position and performance), the audit report must also

include a statement of the auditor’s opinion on whether the inclusion of that additional

information was necessary to give the true and fair view required by s.297.


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Duty to inform

s.311(c) The auditor must inform ASIC in writing if the auditor is aware of circumstances that:

The auditor has reasonable grounds to suspect amount to a contravention of the

Corporations Act, or

Amount to an attempt, in relation to the audit, by any person to unduly influence, coerce,

manipulate or mislead a person involved in the conduct of the audit, or

Amount to an attempt, by any person, to otherwise interfere with the proper conduct of the

audit.

s.311 The auditor is required to notify ASIC in writing of the circumstances of the matters outlined

above as soon as practicable and in any case within 28 days, after the auditor becomes aware of

those circumstances.

ASIC-RG 34 ASIC Regulatory Guide 34 Auditor’s obligations: Reporting to ASIC provides guidance on the

procedures to be followed by registered company auditors in complying with s.311 of the

Corporations Act, including specific reference to evidence of a contravention, examples of

contraventions and timing of notification.

Communicating Key Audit Matters

Requirement to report

ASA701.5 ASA 701 Communicating Key Audit Matters in the Independent Auditor’s Report applies to audits of

general purpose financial reports of listed entities and circumstances when the auditor

otherwise decides to communicate key audit matters in the auditor’s report. ASA 701 also

applies when the auditor is required by law or regulation to communicate key audit matters in

the auditor’s report. However, ASA 705 Modifications to the Opinion in the Independent Auditor's

Report prohibits the auditor from communicating key audit matters when the auditor disclaims

an opinion on the financial report, unless such reporting is required by law or regulation.

What is required to be reported

ASA701.11 The auditor shall describe each key audit matter, using an appropriate subheading, in a separate

section of the auditor’s report under the heading “Key Audit Matters,” unless the circumstances

below apply. The introductory language in this section of the auditor’s report shall state that:

Key audit matters are those matters that, in the auditor’s professional judgement, were of

most significance in the audit of the financial report (of the current period), and

These matters were addressed in the context of the audit of the financial report as a whole,

and in forming the auditor’s opinion thereon, and the auditor does not provide a separate

opinion on these matters

ASA701.15 The auditor shall describe each key audit matter in the auditor’s report unless:

Law or regulation precludes public disclosure about the matter, or

In extremely rare circumstances, the auditor determines that the matter should not be

communicated in the auditor’s report because the adverse consequences of doing so would

reasonably be expected to outweigh the public interest benefits of such communication.

This shall not apply if the entity has publicly disclosed information about the matter.

ASA701.15 A matter giving rise to a modified opinion in accordance with ASA 705, or a material uncertainty

related to events or conditions that may cast significant doubt on the entity’s ability to continue

as a going concern in accordance with ASA 570, are by their nature key audit matters. However,

in such circumstances, these matters shall not be described in the Key Audit Matters section of

the auditor’s report and the requirements in paragraphs 13–14 of this Auditing Standard do not

apply.


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Description of individual Key Audit Matters

ASA701.13 The description of each key audit matter in the Key Audit Matters section of the auditor’s report

shall include a reference to the related disclosure(s), if any, in the financial report and shall

address:

Why the matter was considered to be one of most significance in the audit and therefore

determined to be a key audit matter

How the matter was addressed in the audit.

Illustrative disclosures | Directors’ declaration

184

Directors’ declaration

Source

The directors declare that:

s.295(4)(c) (a) in the directors’ opinion, there are reasonable grounds to believe that the company will be

able to pay its debts as and when they become due and payable

s.295(4)(ca) (b) in the directors’ opinion, the attached financial statements are in compliance with

International Financial Reporting Standards, as stated in note 3.1 to the financial statements

s.295(4)(d) (c) in the directors’ opinion, the attached financial statements and notes thereto are in

accordance with the Corporations Act 2001, including compliance with accounting standards

and giving a true and fair view of the financial position and performance of the consolidated

entity, and

s.295(4)(e) (d) the directors have been given the declarations required by s.295A of the Corporations Act

2001. (listed companies, listed disclosing entities and listed registered schemes only)

Where the entity and its closely-held entities have entered into a deed of cross guarantee

pursuant to ASIC Corporations (Wholly-owned Companies) Instrument 2016/785 (see section 4.1.2),

the following statements must be included in order to be compliant with the conditions of the

Instrument:

ASIC-CI 2016/785, s.6(w)

At the date of this declaration, the company is within the class of companies affected by ASIC

Corporations (Wholly owned Companies) Instrument 2016/785. The nature of the deed of cross

guarantee is such that each company which is party to the deed guarantees to each creditor

payment in full of any debt in accordance with the deed of cross guarantee.

In the directors’ opinion, there are reasonable grounds to believe that the company and the

companies to which ASIC Corporations (Wholly owned Companies) Instrument 2016/785 applies, as

detailed in note 21 to the financial statements will, as a group, be able to meet any liabilities to

which they are, or may become, subject because of the deed of cross guarantee.

s.295(5) Signed in accordance with a resolution of the directors made pursuant to s.295(5) of the

Corporations Act 2001.

On behalf of the Directors

(Signature)

C.J. Chambers

Director

Sydney, 14 March 2019

Illustrative disclosures | Consolidated statement of financial position

185


financial position as at 31 December 2018

Source

AASB 101.10(a),(ea),(f) 51(b),(c), 113 Notes 31/12/2018

31/12/2017

1/1/2017

AASB 101.51(d), (e) $’000 $’000 $’000

(restated)* (restated)*

Assets

AASB 101.60 Current assets

AASB 101.54(i) Cash and bank balances

AASB 101.54(g) Inventories 26

AASB 101.54(d), 55 Investments 25

AASB 101.55 Right to returned goods asset 27

AASB 101.55 Contract assets 28

AASB 101.55 Contract costs 29

AASB 101.55 Finance lease receivables 26

AASB 101.54(d), 55 Trade and other receivables 31

AASB 101.54(d), 55 Derivative financial instruments 34

AASB 101.54(j) Assets classified as held for sale 12

Total current assets

AASB 101.60 Non-current assets

AASB 101.55 Goodwill 17

AASB 101.54(c) Other intangible assets 18

AASB 101.54(a) Property, plant and equipment 19

AASB 101.54(b) Investment property 20

AASB 101.54(e) Investments in associates 22

AASB 101.54(e) Investments in joint ventures 23

AASB 101.54(d) Investments in financial assets 30

AASB 1.55 Finance lease receivables 26

AASB 101.54(o) Deferred tax asset 35

AASB 101.54(d) Derivative financial instruments 34

AASB 101.55 Contract assets 28

AASB 101.55 Contract costs 29

Total non-current assets

Total assets


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Source

AASB 101.10(a),(ea),(f) 51(b),(c), 113 Notes 31/12/2018

31/12/2017

1/1/2017

$’000 $’000 $’000

(restated)* (restated)*

Liabilities

AASB 1.60 Current liabilities

AASB 1.54(k) Trade and other payables 37

AASB 101.54(n) Current tax liabilities

AASB 101.54(m) Obligations under finance leases 36

AASB 101.55(m) Borrowings 32

AASB 101.54(m) Other financial liabilities 38

AASB 101.54(l) Provisions 39

AASB 101.54(m) Derivative financial liabilities 34

AASB 101.54(m) Deferred income – government grant 59

AASB 101.55 Contract liabilities 60

AASB 101.55 Refund liability 61

AASB 101.54(p) Liabilities directly associated with assets

classified as held for sale 14

Total current liabilities

AASB 101.60 Non-current liabilities

AASB 101.55 Borrowings 32

AASB 101.54(m) Convertible loan notes 33

AASB 101.55 Retirement benefit obligations 37

AASB 101.54(o) Deferred tax liabilities 35

AASB 101.54(l) Long-term provisions 39

AASB 101.55 Deferred income – government grant 59

AASB 101.54(m) Obligations under finance leases 36

AASB 101.54(m) Liability for share-based payments 57

AASB 101.55 Lease incentives 56

Total non-current liabilities

Total liabilities

Net assets

Equity

Capital and reserves

AASB 101.55 Share capital 40

AASB 101.55 Reserves 42-48

AASB 101.55 Retained earnings 49

AASB 101.54(r) Equity attributable to owners of the

parent

AASB 101.54(q) Non-controlling interests 51

AASB 101.55-55A Total equity

*The comparative information has been restated as a result of the initial application of AASB 9 and AASB 15 as discussed in note 2


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AASB 101.40A

AASB 101.40C

AASB 101.40A requires an entity to present a statement of financial position as at the beginning of

the preceding period (third statement of financial position) if:

It applies an accounting policy retrospectively, makes a retrospective restatement of items in

its financial statements or reclassifies items in its financial statements; and

The retrospective application, retrospective restatement or the reclassification has a material

effect on the information in the third statement of financial position.

Other than disclosures of certain specified information as required by AASB 101.41-44 (RDR: see

AASB 101.42) and AASB 108 Accounting Policies, Changes in Accounting Estimates and Errors, the

related notes to the third statement of financial position are not required to be disclosed.

Illustrative disclosures | Notes to the financial statements

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1. General information

1.1 Statement of compliance

AASB 1054.7, 8, 9 These financial statements are general purpose financial statements which have been prepared

in accordance with the Corporations Act 2001, Accounting Standards and other authoritative

pronouncements issued by the Australian Accounting Standards Board (AASB), and comply with

other requirements of the law.

AASB 1054.8(b) The financial statements comprise the consolidated financial statements of the Group. For the

purposes of preparing the consolidated financial statements, the Company is a for-profit entity.

AASB 101.16 Compliance with Australian Accounting Standards ensures that the financial statements and

notes of the Group comply with International Financial Reporting Standards (‘IFRS’) as issued by

the International Accounting Standards Board (IASB). Consequently, this financial report has

been prepared in accordance with and complies with IFRS as issued by the IASB.

Summary of requirements

AASB 1054.7 An entity whose financial statements comply with Australian Accounting Standards shall make an

explicit and unreserved statement of such compliance in the notes. An entity shall not describe

financial statements as complying with Australian Accounting Standards unless they comply with

all the requirements of Australian Accounting Standards.

AASB 1054.8 An entity shall disclose in the notes:

(a) The statutory basis or other reporting framework, if any, under which the financial

statements are prepared

(b) Whether, for the purposes of preparing the financial statements, it is a for-profit or not-for-

profit entity.

AASB 1054.9 An entity shall disclose in the notes whether the financial statements are general purpose

financial statements or special purpose financial statements.

Entities applying ‘Tier 2’ (RDR) reporting requirements

AASB 1054 RDR7.1 An entity whose financial statements comply with Australian Accounting Standards – Reduced

Disclosure Requirements shall make an explicit and unreserved statement of such compliance in

the notes. An entity shall not describe financial statements as complying with Australian

Accounting Standards – Reduced Disclosure Requirements unless they comply with all the

requirements of Australian Accounting Standards – Reduced Disclosure Requirements.

Where Tier 2 (RDR) is being applied, the following statement should be made:

AASB 1054 RDR7.1 The financial statements comply with Australian Accounting Standards – Reduced Disclosure

Requirements issued by the Australian Accounting Standards Board.


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Moving from SPFS to ‘Tier 2’ (RDR)

Where the entity is moving from preparing stand-alone SPFS to preparing consolidated ‘Tier 2’

(RDR) financial statements, the disclosure requirements of either AASB 108 Accounting Polices,

Changes in Accounting Estimates and Errors or AASB 1 First-time Adoption of Australian Accounting

Standards (as applicable) should be considered. These illustrative disclosures do not include

example disclosures for these standards in these circumstances.

The following additional statement should be made where:

Stand-alone-SPFS were previously prepared following all recognition and measurement

requirements of Accounting Standards and a stand-alone ‘Tier 2’ (RDR) report is being

prepared for the first time, or

Consolidated SPFS were previously prepared following all recognition and measurement

requirements of Accounting Standards and a consolidated ‘Tier 2’ (RDR) report is being

prepared for the first time.

The company previously prepared special purpose financial statements and in doing so applied

the recognition and measurement requirements of all Australian Accounting Standards. The

comparative information in this financial report has been re-presented in order to comply with

the relevant presentation and disclosure requirements of all relevant Australian Accounting

Standards – Reduced Disclosure Requirements.


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2. Application of new and revised Australian Accounting Standards

How to use this section in conjunction with the Deloitte IFRS model financial

statements

Note 2 of the Deloitte model IFRS financial statements sets out new and amended IFRS

Standards that are effective for the current year and new and revised IFRS Standards in issue but

not yet effective.

Note 2 of the Deloitte model IFRS financial statements should be replaced with the illustrative

disclosures below which set out:

Amendments to Accounting Standards that are mandatorily effective for the current period,

i.e. for the year ending 31 December 2018

New and revised AASB accounting standards that are not mandatorily effective (but allow

early application) for the year ending 31 December 2018

IASB Standards and IFRIC Interpretations for which equivalent Australian Standards and

Interpretations have not yet been issued.

Entities are required to disclose in their financial statements the potential impact of new and

revised Accounting Standards that have been issued but are not yet effective. The disclosures

reflect a cut-off date of 20 December 2018. The potential impact of any new or revised

Standards and Interpretations issued by the AASB or IASB after that date, but before the issue of

the financial statements, should also be considered and disclosed.

The impact of the application of the new and revised Accounting Standards (see below) is for

illustrative purposes only. Entities should analyse the impact based on their specific facts and

circumstances.

AASB 108.28

AASB 101.31

The following example wording has been provided in order to assist with compliance of the

requirements of AASB 108.28. The disclosures required by AASB 108.28 are only provided where

the effect on the current period or any prior period is material.

Consideration of these disclosures in half year reports

AASB 134.16A(a) AASB 134 Interim Financial Reporting requires half-year financial reports to contain a statement

that the same accounting policies and methods of computation have been followed in the

interim financial statements as compared with the most recent annual financial statements or, if

those policies have been changed, a description of the nature and effect of the change.

AASB 134.16A(a) does not replicate the specific requirement of AASB 15.C8 to disclose in annual

financial statements “the amount by which each financial statement line item is affected in the

current reporting period by the application of [AASB 15]” or of AASB 108.28(f ) to disclose “the

amount of the adjustment for each financial statement line item affected Judgement will be

required to determine the appropriate level of disclosure and aggregation necessary to provide

users with an understanding of the effects of new standards applied. However, we would

recommend the application of paragraph AASB 15.C8 in the half-year financial statements upon

adoption of AASB 15.

The disclosures below illustrate disclosures that would be required in an annual reporting period

in accordance with AASB 108 Accounting Policies, Changes in Estimates and Errors. Whilst the

disclosure requirements of AASB 108 may be considered to exceed those required under

AASB 134, such disclosures may be considered best practice in half-year financial reports when

major new standards such as AASB 9 Financial Instruments and AASB 15 Revenue from Contracts

with Customers are being applied for the first time. However, the impact of these and other

Standards will differ for each entity, and the disclosures outlined below should be considered

guidance only. Each entity should develop disclosures that are relevant to their circumstances.

For more information about disclosing the new adoption of Accounting Standards in interim

financial statements, see our Clarity newsletter, which is available at

www.deloitte.com/au/accountingtechnical.

https://www2.deloitte.com/content/dam/Deloitte/au/Documents/audit/deloitte-au-audit-disclosing-adoption-new-accounting-standards-interim-financial-statements-040618.pdf


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AASB 108.28(a), (b), (c), (d)

2.1 Amendments to Accounting Standards that are mandatorily effective for the

current reporting period

AASB 101.31 A full listing of mandatorily effective standards is not required to be presented. Only include

Accounting Standards and amendments to Accounting Standards that are mandatorily effective

for the current period, that are applicable and the information is material.

The Group has adopted all of the new and revised Standards and Interpretations issued by the

Australian Accounting Standards Board (the AASB) that are relevant to its operations and

effective for an accounting period that begins on or after 1 January 2018.

New and revised Standards and amendments thereof and Interpretations effective for the

current year that are relevant to the Group include:

AASB 9 Financial Instruments and related amending Standards

AASB 15 Revenue from Contracts with Customers and related amending Standards

AASB 2016-5 Amendments to Australian Accounting Standards – Classification and Measurement

of Share-based Payment Transactions

AASB 2017-1 Amendments to Australian Accounting Standards – Transfers of Investment

Property, Annual Improvements 2014-2016 Cycle and Other Amendments


The following new Standards and Interpretations are not applicable for the Group but are

relevant for the period:

AASB 2016-6 Amendments to Australian Accounting Standards – Applying AASB 9 Financial

Instruments with AASB 4 Insurance Contracts

AASB 2017-3 Amendments to Australian Accounting Standards – Clarifications to AASB 4

AASB 9 Financial Instruments and related amending Standards

AASB 108.28 In the current year, the Group has applied AASB 9 Financial Instruments (as amended) and the

related consequential amendments to other Accounting Standards that are effective for an

annual period that begins on or after 1 January 2018. The transition provisions of AASB 9 allow

an entity not to restate comparatives. However, the Group has elected to restate comparatives in

respect of the classification and measurement of financial instruments.

Additionally, the Group adopted consequential amendments to AASB 7 Financial Instruments:

Disclosures that were applied to the disclosures about 2018 and to the comparative period.

AASB 9 introduced new requirements for:

The classification and measurement of financial assets and financial liabilities,

Impairment of financial assets, and

General hedge accounting.

Details of these new requirements as well as their impact on the Group’s consolidated financial

statements are described below..

Classification and measurement of financial assets

AASB 9.7.2.1 –

7.2.3

AASB 108.28(d)

The date of initial application (i.e. the date on which the Group has assessed its existing financial

assets and financial liabilities in terms of the requirements of AASB 9) is 1 January 2018.

Accordingly, the Group has applied the requirements of AASB 9 to instruments that continue to

be recognised as at 1 January 2018 and has not applied the requirements to instruments that

have already been derecognised as at 1 January 2018. Comparative amounts in relation to

instruments that have not been derecognised as at 1 January 2018 have been restated where

appropriate.


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AASB 9.7.2.3 The date of initial application of AASB 9 is significant because it is the date on which certain

conditions for classification and measurement are assessed. On the date of initial application, an

entity assesses whether a financial asset meets the business model test for amortised cost and

FVTOCI measurement on the basis of the facts and circumstances that exist at that date. The

resulting classification is applied retrospectively irrespective of the entity’s business model in

prior reporting periods.

All recognised financial assets that are within the scope of AASB 9 are required to be

subsequently measured at amortised cost or fair value on the basis of the entity’s business

model for managing the financial assets and the contractual cash flow characteristics of the

financial assets.

Specifically:

Debt investments that are held within a business model whose objective is to collect the

contractual cash flows, and that have contractual cash flows that are solely payments of

principal and interest on the principal amount outstanding, are subsequently measured at

amortised cost

Debt investments that are held within a business model whose objective is both to collect

the contractual cash flows and to sell the debt instruments, and that have contractual cash

flows that are solely payments of principal and interest on the principal amount outstanding,

are subsequently measured at fair value through other comprehensive income (FVTOCI)

All other debt investments and equity investments are subsequently measured at fair value

through profit or loss (FVTPL).

Despite the aforegoing, the Group may make the following irrevocable election/designation at

initial recognition of a financial asset:

The Group may irrevocably elect to present subsequent changes in fair value of an equity

investment that is neither held for trading nor contingent consideration recognised by an

acquirer in a business combination in other comprehensive income

The Group may irrevocably designate a debt investment that meets the amortised cost or

FVTOCI criteria as measured at FVTPL if doing so eliminates or significantly reduces an

accounting mismatch.

In the current year, the Group has not designated any debt investments that meet the amortised

cost or FVTOCI criteria as measured at FVTPL.

When a debt investment measured at FVTOCI is derecognised, the cumulative gain or loss

previously recognised in other comprehensive income is reclassified from equity to profit or loss

as a reclassification adjustment. In contrast, for an equity investment designated as measured at

FVTOCI, the cumulative gain or loss previously recognised in other comprehensive income is not

subsequently reclassified to profit or loss.

Debt instruments that are subsequently measured at amortised cost or at FVTOCI are subject to

impairment (see below).


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2. Application of new and revised Australian Accounting Standards (continued)

The directors of the Company reviewed and assessed the Group’s existing financial assets as at

1 January 2018 based on the facts and circumstances that existed at that date and concluded

that the initial application of AASB 9 has had the following impact on the Group’s financial assets

as regards their classification and measurement

The Group’s investments in redeemable notes were classified as available-for-sale financial

assets under AASB 139 Financial Instruments: Recognition and Measurement. The notes have

been reclassified as financial assets at amortised cost because they are held within a

business model whose objective is to collect the contractual cash flows and they have

contractual cash flows that are solely payments of principal and interest on the principal

amount outstanding

The Group’s investment in corporate bonds that were classified as available-for-sale financial

assets under AASB 139 have been classified as financial assets at FVTOCI because they are

held within a business model whose objective is both to collect contractual cash flows and to

sell the bonds, and they have contractual cash flows that are solely payments of principal

and interest on principal outstanding. The change in the fair value on these redeemable

notes continues to accumulate in the investment revaluation reserve until they are

derecognised or reclassified

The Group’s investments in equity instruments (neither held for trading nor a contingent

consideration arising from a business combination) that were previously classified as

available-for-sale financial assets and were measured at fair value at each reporting date

under AASB 139 have been designated as at FVTOCI. The change in fair value on these

equity instruments continues to be accumulated in the investment revaluation reserve;

There is no change in the measurement of the Group’s investments in equity instruments

that are held for trading; those instruments were and continue to be measured at FVTPL

Financial assets classified as held-to-maturity and loans and receivables under AASB 139

that were measured at amortised cost continue to be measured at amortised cost under

AASB 9 as they are held within a business model to collect contractual cash flows and these

cash flows consist solely of payments of principal and interest on the principal amount

outstanding

Later in this note is a tabulation of the change in classification of the Group’s financial assets

upon application of AASB 9.

The change in classification of the investment in redeemable notes has resulted in the fair value

gain on available-for-sale financial assets of CU____ (net of tax) accumulated in revaluation

reserve being reclassified to the carrying value of the redeemable notes on 1 January 2017 and

similarly the subsequent changes in the fair value of CU____ (net of tax) that were recognised in

other comprehensive income during 2017 were reversed. The remaining amount accumulated in

revaluation reserve of CU____ (2017: CU____) that used to be subsequently reclassified to profit or

loss was split into two parts:

Those arising on equity investments designated as FVTOCI that will not be subsequently

reclassified to profit or loss of CU____ (2017: CU____)

Those arising from investment in corporate bonds measured at FVTOCI that may be

subsequently reclassified to profit or loss of CU____ (2017: CU____)

None of the other reclassifications of financial assets have had any impact on the Group’s

financial position, profit or loss, other comprehensive income or total comprehensive income in

either year.


194

Source


Impairment of financial assets

In relation to the impairment of financial assets, AASB 9 requires an expected credit loss model

as opposed to an incurred credit loss model under AASB 139. The expected credit loss model

requires the Group to account for expected credit losses and changes in those expected credit

losses at each reporting date to reflect changes in credit risk since initial recognition of the

financial assets. In other words, it is no longer necessary for a credit event to have occurred

before credit losses are recognised.

Specifically, AASB 9 requires the Group to recognise a loss allowance for expected credit losses

on:

Debt investments measured subsequently at amortised cost or at FVTOCI,

Lease receivables,

Trade receivables and contract assets, and

Financial guarantee contracts to which the impairment requirements of AASB 9 apply

In particular, AASB 9 requires the Group to measure the loss allowance for a financial instrument

at an amount equal to the lifetime expected credit losses (ECL) if the credit risk on that financial

instrument has increased significantly since initial recognition, or if the financial instrument is a

purchased or originated credit-impaired financial asset. However, if the credit risk on a financial

instrument has not increased significantly since initial recognition (except for a purchased or

originated credit-impaired financial asset), the Group is required to measure the loss allowance

for that financial instrument at an amount equal to 12-months ECL. AASB 9 also requires a

simplified approach for measuring the loss allowance at an amount equal to lifetime ECL for

trade receivables, contract assets and lease receivables in certain circumstances.

The references to ‘contract assets’ above are as used in AASB 9 and refer to those rights that

AASB 15 specifies are accounted for in accordance with AASB 9 for the purposes of recognising

and measuring impairment gains or losses.

Because the Group has elected to restate comparatives, for the purpose of assessing whether

there has been a significant increase in credit risk since initial recognition of financial instruments

that remain recognised on the date of initial application of AASB 9 (i.e. 1 January 2018), the

directors have compared the credit risk of the respective financial instruments on the date of

their initial recognition to their credit risk as at 1 January 2017.


195

Source


The result of the assessment is as follows:

Cumulative additional

loss allowance

recognised on

Items existing as at

1/1/2017 that are

subject to the

impairment

provisions of AASB 9

Credit risk attributes at 1/1/2017 and

1/1/2018

1/1/2017

CU’000

1/1/2018

CU’000

Loans to related

parties

The directors have concluded that it would

require undue cost and effort to determine

the credit risk of each loan on their respective

dates of initial recognition. These loans are

also assessed to have credit risk other than

low. Accordingly, the Group recognises lifetime

ECL for these loans until they are

derecognised.

Loans to other entities

Debentures

Bills of exchange

(external credit rating:

A)

These items are assessed to have low credit

risk at each reporting date based on their

respective external credit ratings. As such, the

Group assumes that the credit risk on these

financial instruments has not increased

significantly since initial recognition as

permitted by AASB 9 and recognises 12-

months ECL for these assets

Corporate bonds

(external credit rating

BBB)

Redeemable notes

(external credit rating:

AA)

Trade receivables

The Group applies the simplified approach

and recognises lifetime ECL for these assets

Finance lease

receivables

No impairment on finance

lease receivables due to

existence of collaterals

Amounts due from

customers under

construction contracts

Cash and bank

balances

All bank balances are assessed to have low

credit risk at each reporting date as they are

held with reputable international banking

institutions.

Financial guarantee

contracts

All financial guarantee contracts were issued in

2017 There has been no significant increase in

the risk of default on the underlying loans

since initial recognition up to 1 January 2018.

The Group therefore recognises 12-months

ECL for these contracts.

n/a n/a


196

Source


The additional credit loss allowance of CU___ as at 1 January 2018 and CU___ as at 1 January 2017

has been recognised against retained earnings on the respective dates, net of their related

deferred tax impact of CU___ and CU___ respectively, resulting in a net decrease in retained

earnings of CU___ and CU___ as at 1 January 2018 and 2017 respectively. The additional loss

allowance is charged against the respective asset or provision for financial guarantee, except for

the investment in redeemable notes which is measured at FVTOCI, the loss allowance for which is

recognised against the investment revaluation reserve (see note 42). The application of the

AASB 9 impairment requirements has resulted in additional loss allowance of CU___ to be

recognised in year ended 31 December 2017. See (e) and (f) below for further financial details of

the adjustments.

The reconciliation between the ending provision for impairment in accordance with AASB 139

and the provision in accordance with AASB 137 (for the financial guarantee contracts) to the

opening loss allowance determined in accordance with AASB 9 for the above financial

instruments on 1 January 2017 and 1 January 2018 is disclosed in their respective notes

The consequential amendments to AASB 7 have also resulted in more extensive disclosures

about the Group’s exposure to credit risk in the consolidated financial statements (see notes 25,

28, 30, 31, 34 and 62(c) for details).

Classification and measurement of financial liabilities

One major change introduced by AASB 9 in the classification and measurement of financial

liabilities relates to the accounting for changes in the fair value of a financial liability designated

as at FVTPL attributable to changes in the credit risk of the issuer.

Specifically, AASB 9 requires that the changes in the fair value of the financial liability that is

attributable to changes in the credit risk of that liability be presented in other comprehensive

income, unless the recognition of the effects of changes in the liability's credit risk in other

comprehensive income would create or enlarge an accounting mismatch in profit or loss.

Changes in fair value attributable to a financial liability's credit risk are not subsequently

reclassified to profit or loss, but are instead transferred to retained earnings when the financial

liability is derecognised. Previously, under AASB 139, the entire amount of the change in the fair

value of the financial liability designated as at FVTPL was presented in profit or loss.

This change in accounting policy has affected the Group’s accounting for changes in the fair value

of redeemable cumulative preference shares issued by the Group in the current year that were

designated by the Group on initial recognition as financial liabilities at FVTPL. Specifically, the gain

arising from changes in the fair value of the redeemable cumulative preference shares

attributable to changes in the credit risk of the liabilities of CU___ has been presented in other

comprehensive income in the current year. The remaining amount of change in the fair value of

the liabilities of CU___ has been presented in profit or loss.

Accordingly, this aspect of the application of AASB 9 has resulted in the profit reported for 2018

being decreased by CU___ (CU___ net of tax of CU___), with a corresponding increase in other

comprehensive income thus leaving total comprehensive income for 2018 unchanged. Profit and

other comprehensive income reported for 2017 have not been affected as the Group did not

have any financial liabilities designated as at FVTPL in the prior year.

Apart from the above, the application of AASB 9 has had no impact on the classification and

measurement of the Group’s financial liabilities.

Please refer below for further details regarding the change in classification upon the application

of AASB 9.


197

Source


General hedge accounting

The new general hedge accounting requirements retain the three types of hedge accounting.

However, greater flexibility has been introduced to the types of transactions eligible for hedge

accounting, specifically broadening the types of instruments that qualify for hedging instruments

and the types of risk components of non-financial items that are eligible for hedge accounting. In

addition, the effectiveness test has been overhauled and replaced with the principle of an

‘economic relationship’. Retrospective assessment of hedge effectiveness is also no longer

required. Enhanced disclosure requirements about the Group’s risk management activities have

also been introduced.

AASB 108.28(d) In accordance with AASB 9’s transition provisions for hedge accounting, the Group has applied

the AASB 9 hedge accounting requirements prospectively from the date of initial application on

1 January 2018. The Group’s qualifying hedging relationships in place as at 1 January 2018 also

qualify for hedge accounting in accordance with AASB 9 and were therefore regarded as

continuing hedging relationships. No rebalancing of any of the hedging relationships was

necessary on 1 January 2018. As the critical terms of the hedging instruments match those of

their corresponding hedged items, all hedging relationships continue to be effective under

AASB 9’s effectiveness assessment requirements. The Group has also not designated any

hedging relationships under AASB 9 that would not have met the qualifying hedge accounting

criteria under AASB 139.

AASB 9 requires hedging gains and losses to be recognised as an adjustment to the initial

carrying amount of non-financial hedged items (basis adjustment). In addition, transfers from

the hedging reserve to the initial carrying amount of the hedged item are not reclassification

adjustments under AASB 101 Presentation of Financial Statements and hence they do not affect

other comprehensive income. Hedging gains and losses subject to basis adjustments are

categorised as amounts that will not be subsequently reclassified to profit or loss in other

comprehensive income. This is consistent with the Group’s practice prior to the adoption of

AASB 9.

Consistent with prior periods, when a forward contract is used in a cash flow hedge or fair value

hedge relationship, the Group has designated the change in fair value of the entire forward

contract, i.e. including the forward element, as the hedging instrument.

When the option contracts are used to hedge the forecast transactions, the Group designates

only the intrinsic value of the options as the hedging instrument. Under AASB 139 the changes in

the fair value of time value of option (i.e. non-designated component) were recognised

immediately in profit or loss. Under AASB 9, the changes in the time value of the options that

relate to the hedged item (‘aligned time value’) are recognised in other comprehensive income

and accumulated in the cost of hedging reserve within equity. The amounts accumulated in

equity are either reclassified to profit or loss when the hedged item affects profit or loss or

removed directly from equity and included in the carrying amount of non-financial item.

AASB 9 requires that the accounting for non-designated time value of option should be applied

retrospectively. This only applies to hedging relationships that existed at 1 January 2017 or were

designated thereafter. Accordingly, as of 1 January 2017 the retained earnings increased by

CU____ (net of tax) and cost of hedging reserve decreased by CU____ (net of tax). As of

31 December 2017 the profit or loss decreased by CU____ (net of tax) due to reversal of

previously recognised change in fair value of time value of options during 2017, other

comprehensive income net increase of CU____ (net of tax) caused by recognised change in fair

value of time value of options of CU_____ (net of tax) during 2017 less reclassification of amount

accumulated in cost of hedging reserve of CU_____ (net of tax). Additionally, CU_____ (net of tax)

was removed from cost of hedging reserve and included in the initial carrying value of the

inventory as of 31 December 2017.


198

Source


Apart from this, the application of the AASB 9 hedge accounting requirements has had no other

impact on the results and financial position of the Group for the current and/or prior years.

Please refer to note 62(c) for detailed disclosures regarding the Group’s risk management

activities.

Disclosures in relation to the initial application of AASB 9

When AASB 9 was finalised in 2014, consequential amendments were made to AASB 7 to require

certain disclosures when an entity first applies AASB 9. The disclosures apply regardless of

whether an entity restates comparatives.

AASB 7:42I(c); AASB 7:42J(b)

There were no financial assets or financial liabilities which the Group had previously designated

as at FVTPL under AASB 139 that were subject to reclassification or which the Group has elected

to reclassify upon the application of AASB 9. There were no financial assets or financial liabilities

which the Group has elected to designate as at FVTPL at the date of initial application of AASB 9.

AASB 7.42I(a), (b)

AASB 7.42J(a)

The table below show information relating to financial assets that have been reclassified as a

result of transition to AASB 9.

(i) (ii) (iii) (iv) = (i) + (ii) +

(iii)

(v) = (iii)

AASB 7.42K

AASB 7.42L

AASB 7.42O

AASB 139

carrying

amount

31/12/2017

Reclass-

ifications

Remeasure-

ments

AASB 9

carrying

amount

1/1/2018

Retained

earnings

effect on

1/1/2018

CU’000 CU’000 CU’000 CU’000 CU’000

Financial assets

FVTPL

Additions:

From available for sale

(AASB 139)

From amortised cost (AASB

139) – required

reclassification


139) – fair value option

elected at 1 January 2018

Subtractions:

To amortised cost (AASB 9)

To FVTOCI – debt

instruments (AASB 9)

To FVTOCI – equity

instruments (AASB 9)

Total


199

Source


(i) (ii) (iii) (iv) = (i) + (ii) +

(iii)

(v) = (iii)

AASB 7.42K

AASB 7.42L

AASB 7.42O

AASB 139

carrying

amount

31/12/2017

Reclass-

ifications

Remeasure-

ments

AASB 9

carrying

amount

1/1/2018

Retained

earnings

effect on

1/1/2018

CU’000 CU’000 CU’000 CU’000 CU’000

Financial assets

FVTPL

Additions – debt

instruments:


139)

From FVTPL (AASB 139) –

required reclassification

based on classification

criteria

From FVTPL (fair value

option under AASB 139) –

fair value option criteria not

met at 1 January 2018


fair value option revoked at

1 January 2018 by choice

Additions – equity

instruments:



FVTOCI elected at 1 January

2018




criteria

From cost (AASB 139)

Subtractions – debt and

equity instruments

Available for sale (AASB

139) to FVTPL (AASB 9) –



criteria


139) to FVTPL (AASB 9) –

fair value option elected at

1 January 2018


139) to amortised cost

(AASB 9)

Total


200

Source


* This represents the additional loss allowance recognised for the redeemable notes classified as at

FVTOCI, which is recognised against the investment revaluation reserve and not against the carrying

amount as the redeemable notes are already measured at fair value.

(i) (ii) (iii) (iv) = (i) + (ii) +

(iii)

(v) = (iii)

AASB 7.42K

AASB 7.42L

AASB 7.42O

AASB 139

carrying

amount

31/12/2017

Reclass-

ifications

Remeasure-

ments

AASB 9

carrying

amount

1/1/2018

Retained

earnings

effect on

1/1/2018

CU’000 CU’000 CU’000 CU’000 CU’000

Financial assets

Amortised cost

Additions:

From available for sale

(AASB 139)










Subtractions:

To FVTOCI (AASB 9)

To FVTPL (AASB 9) –



criteria

To FVTPL (AASB 9)–fair

value option elected at

1 January 2018

Total

Total financial asset

balances,

reclassifications and

remeasurements at

1 January 2018


201

Source


(i) (ii) (iii) (iv) = (i) + (ii) +

(iii)

(v) = (iii)

AASB 7.42K

AASB 7.42L

AASB 7.42O

AASB 139

carrying

amount

31/12/2017

Reclass-

ifications

Remeasure-

ments

AASB 9

carrying

amount

1/1/2018

Retained

earnings

effect on

1/1/2018

CU’000 CU’000 CU’000 CU’000 CU’000

Financial liabilities

Amortised cost

Additions:








Subtractions:

To FVTPL (AASB 9)–fair

value option elected at

1 January 2018

Total

FVTPL

Additions:


139) – fair value option

elected at 1 January 2018

Subtractions:

To amortised cost (AASB 9)

Total

Total financial liabilities

balances,

reclassifications and

remeasurements at

1 January 2018


202

Source


Financial impact of initial application of AASB 9

The tables below show the amount of adjustment for each financial statement line item affected

by the application of AASB 9 for the prior year.

AASB 108.28(f )(i) Impact on profit or loss, other comprehensive

income and total comprehensive income

31/12/2017

CU’000

Impact on profit (loss) for the year

Decrease in other gains and losses

Increase in administrative expenses

Decrease in income tax

Decrease in profit for the year

Impact on other comprehensive income for the

year (net of tax):

Items that will not be reclassified subsequently to

profit or loss:

- Increase in net fair value gain on investments in

equity instruments designated as at FVTOCI

- Increase in net fair value gain on financial

liabilities designated as at FVTPL attributable to

changes in credit risk

- Increase/(decrease) due to recognised cost of

hedging relating to cash flow hedges of items will

result in recognition of non-financial items

Items that may be reclassified subsequently to profit

or loss:

- Increase/(decrease) in net fair value gain on

investments in debt instruments classified as at

FVTOCI

- Increase/(decrease) due to recognised cost of

hedging relating to cash flows hedges

Increase in other comprehensive income for the year

Increase/(decrease) in total comprehensive income

for the year

Increase/(decrease) in profit for the year attributable

to:

- Owners of the Company

- Non-controlling interests

Increase (decrease) in total comprehensive income for

the year attributable to”

- Owners of the Company

- Non-controlling interests


203

Source


Impact on assets, liabilities and equity as at

1 January 2017

As

previously

reported

CU’000

AASB 9

adjustments

CU’000

As restated

CU’000

Investments in financial assets

Trade and other receivables

Contract assets

Deferred tax liabilities

Total effect on net assets

Investment revaluation reserve

Cost of hedging reserve

Retained earnings

Total effect on equity

AASB 108.28(f )(i) Impact on assets, liabilities and equity as at

31 December 2017

As

previously

reported

CU’000

AASB 9

adjustments

CU’000

As restated

CU’000



Contract assets


Other financial liabilities


Investment revaluation reserve

Cost of hedging reserve

Retained earnings


AASB 108.28(f)(i) The application of AASB 9 has had no impact on the consolidated cash flows of the Group.

AASB 108.28(f)(ii) The impact of the application of AASB 9 on basic and diluted earnings per share is disclosed in

note 16.


204

Source


AASB 15 Revenue from Contracts with Customers and related amending Standards

In the current year, the Group has applied AASB 15 Revenue from Contracts with Customers (as

amended) which is effective for an annual period that begins on or after 1 January 2018. AASB 15

introduced a 5-step approach to revenue recognition. Far more prescriptive guidance has been

added in AASB 15 to deal with specific scenarios. Details of the new requirements as well as their

impact on the Group’s consolidated financial statements are described below.

AASB 108.28(d) The Group has applied AASB 15 in accordance with the fully retrospective transitional approach

without using the practical expedients for completed contracts in AASB 15:C5(a), and (b), or for

modified contracts in AASB 15:C5(c) but using the expedient in AASB 15:C5(d) allowing both non-

disclosure of the amount of the transaction price allocated to the remaining performance

obligations, and an explanation of when it expects to recognise that amount as revenue for all

reporting periods presented before the date of initial application, i.e. 1 January 2018.

AASB 15 uses the terms ‘contract asset’ and ‘contract liability’ to describe what might more

commonly be known as ‘accrued revenue’ and ‘deferred revenue’, however the Standard does

not prohibit an entity from using alternative descriptions in the statement of financial position.

The Group has adopted the terminology used in AASB 15 to describe such balances. The term

deferred income is used in respect of the government grant balances that are disclosed in

note 59 and are not within the scope of AASB 15.

The Group’s accounting policies for its revenue streams are disclosed in detail in note 3 below.

Apart from providing more extensive disclosures for the Group’s revenue transactions, the

application of AASB 15 has not had a significant impact on the financial position and/or financial

performance of the Group. The amount of adjustment for each financial statement line item

affected by the application of AASB 15 is illustrated below..

Impact on profit or loss for the year

31/12/2017

CU’000

Impact on profit (loss) for the year

Revenue

- (Decrease) due to change in the timing of

recognition for internet sales (1)

- (Decrease) due to change in the timing of

recognition for maintenance services (2)

- (Decrease) due to expected returns (3)

Cost of sales

- (Decrease) due to expected returned

goods (3)

- (Decrease) due capitalisation of the costs

to obtain construction costs (4)

(Decrease) in income tax expense (5)

(Decrease) in profit for the year

AASB 108:28(f)(ii) The impact of the application of AASB 15 on basic and diluted earnings per share is disclosed in

note 16


205

Source


AASB 108:28(f)(i) Impact on assets, liabilities and equity as at 1 January 2017

As previously

reported

AASB 15

adjustments

As

restated

CU’000 CU’000 CU’000

Trade and other receivables (6), (8)

Contract assets (current) (6), (8)

Contract assets (non-current) (6), (8)

Contract costs (4)

Amounts due from customers under

construction contracts (8)

Right to returned goods asset (3)

Deferred tax liabilities (5)

Contract liabilities (non – current) (2)

Deferred revenue (non – current) (7)

Amounts due to customers under construction

contracts (8)

Contract liabilities (current) (1), (2), (7), (8)

Refund liability (3)

Deferred income (current) (7)


Retained earnings


Impact on assets, liabilities and equity as at 31 December 2017

As previously

reported

AASB 15

adjustments

As

restated

CU’000 CU’000 CU’000

Trade and other receivables (6), (8)

Contract assets (current) (6), (8)

Contract assets (non-current) (6), (8)

Contract costs (4)

Amounts due from customers under

construction contracts (8)

Right to returned goods asset (3)

Deferred tax liabilities (5)

Contract liabilities (non – current) (2), (7)

Deferred income (non – current) (7)

Contract liabilities (current) (1), (2), (7), (8)

Amounts due to customers under construction

contracts (8)

Refund liability (3)

Deferred revenue (current) (7)


Retained earnings



206

Source


Notes

(1) For internet sales of electronic equipment there is a timing difference between payment for

the goods and when control of the goods passes to the customer on delivery. An adjustment

to revenue has therefore been made to reflect the change in accounting. A contract liability

has also been recognised for this amount.

(2) The amounts allocated to the maintenance service for electronic equipment increased as a

result of the allocation method required under AASB 15 (i.e. an allocation based on stand-

alone selling price). Such services are paid up-front as part of the initial sales transaction

whereas revenue is recognised proportionally over the three-year period over which

maintenance services are provided to the customer. Based on the previous allocation

method, no amounts were deferred as the impact was not considered to be material. There

has been an adjustment to revenue and the recognition of a contract liability to reflect the

change in accounting.

(3) Under the Group’s standard contract terms for the sale of leisure goods and electronic

equipment, customers have a right of return within 30 days. At the point of sale, a refund

liability and a corresponding adjustment to revenue is recognised for those products

expected to be returned. At the same time, the Group has a right to recover the product

from customers when they exercise their right of return so consequently recognises a right

to returned goods asset and a corresponding adjustment to cost of sales.

(4) The Group incurs incremental commission fees paid to intermediaries in connection with

obtaining residential property sales contracts. When the Group expects that these

incremental costs will be recovered, it capitalises these and amortises them over the period

during which the residential property is transferred to the customer. These amounts were

previously expensed as incurred.

(5) To recognise the impact on deferred income tax of the other adjustments recognised.

(6) The installation process for software services takes an average of six months to complete

and the company is not entitled to bill the customer until the process is complete. Under

AASB 15, revenue recognised prior to the date on which it is invoiced to the customer is

recognised as a contract asset. This balance was previously recognised as part of amounts

due from customers under construction contracts and so has been reclassified. There was

no impact on the statement of profit or loss as a result of these reclassifications.

(7) The adjustment to deferred revenue relates to the reclassification of a balance that was

previously recognised as part of deferred revenue and that has been reclassified as a

contract liability. This balance relates to the Group’s Maxi-Points scheme. This had no impact

on the statement of profit or loss. The remaining deferred revenue balance relates to an

amount recognised for a government grant that is now presented as deferred income.

(8) The contract asset (liability) balance also includes an amount reclassified from amounts due

from (to) customers under construction contracts. This had no impact on the statement of

profit or loss.


207

Source


Other pronouncements adopted for the first time in the current period

AASB 108:28 In the current year, the Group has applied a number of amendments to Australian Accounting

Standards and Interpretations issued by the Australian Accounting Standards Board (AASB) that

are effective for an annual period that begins on or after 1 January 2018. Their adoption has not

had any material impact on the disclosures or on the amounts reported in these financial

statements

AASB 2016-5 Amendments to Australian Accounting Standards – Classification and

Measurement of Share-based Payment Transactions

The Group has adopted AASB 2016-5 for the first time in the current year. The amendments

clarify the following:

1. In estimating the fair value of a cash-settled share-based payment, the accounting for the

effects of vesting and non-vesting conditions should follow the same approach as for equity-

settled share-based payments

2. Where tax law or regulation requires an entity to withhold a specified number of equity

instruments equal to the monetary value of the employee’s tax obligation to meet the

employee’s tax liability which is then remitted to the tax authority, i.e. the share-based

payment arrangement has a ‘net settlement feature’, such an arrangement should be

classified as equity-settled in its entirety, provided that the share-based payment would have

been classified as equity-settled had it not included the net settlement feature

3. A modification of a share-based payment that changes the transaction from cash-settled to

equity-settled should be accounted for as follows:

‒ The original liability is derecognised

‒ The equity-settled share-based payment is recognised at the modification date fair value

of the equity instrument granted to the extent that services have been rendered up to

the modification date

‒ Any difference between the carrying amount of the liability at the modification date and

the amount recognised in equity should be recognised in profit or loss immediately..

AASB 2017-2 Amendments to Australian Accounting Standards – Transfers of Investment

Property, Annual Improvements 2014-2016 Cycle and Other Amendments

The Group has adopted AASB 2016-5 for the first time in the current year, which amends the

following Accounting Standards (as relevant to the Group):

AASB 140 Investment Property, to clarify that a transfer to, or from, investment property

necessitates an assessment of whether a property meets, or has ceased to meet, the

definition of investment property, supported by observable evidence that a change in use

has occurred. The amendments further clarify that situations other than the ones listed in

AASB 140 may evidence a change in use, and that a change in use is possible for properties

under construction (i.e. a change in use is not limited to completed properties).

AASB 128 Investments in Associates and Joint Ventures, to clarify that the option for a venture

capital organisation and other similar entities to measure investments in associates and joint

ventures at fair value through profit or loss is available separately for each associate or joint

venture, and that election should be made at initial recognition of the associate or joint

venture. In respect of the option for an entity that is not an investment entity to retain the

fair value measurement applied by its associates and joint ventures that are investment

entities when applying the equity method, the amendments make a similar clarification that

this choice is available for each investment entity associate or investment entity joint

venture.


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Interpretation 22 addresses how to determine the ‘date of transaction’ for the purpose of

determining the exchange rate to use on initial recognition of an asset, expense or income, when

consideration for that item has been paid or received in advance in a foreign currency which

resulted in the recognition of a non-monetary asset or non-monetary liability (e.g. a non-

refundable deposit or deferred revenue).

The Interpretation specifies that the date of transaction is the date on which the entity initially

recognises the non-monetary asset or non-monetary liability arising from the payment or receipt

of advance consideration. If there are multiple payments or receipts in advance, the

Interpretation requires an entity to determine the date of transaction for each payment or

receipt of advance consideration.

Changes in accounting policies on initial application of Accounting Standards

AASB 108.28


When initial application of an Accounting Standard has an effect on the current period or any

prior period, or would have such an effect except that it is impracticable to determine the

amount of the adjustment, or might have an effect on future periods, an entity shall disclose:

(a) The title of the Accounting Standard

(b) When applicable, that the change in accounting policy is made in accordance with its

transitional provisions*

(c) The nature of the change in accounting policy

(d) When applicable, a description of the transitional provisions*

(e) When applicable, the transitional provisions that might have an effect on future periods*

(f) For the current period and each prior period presented, to the extent practicable, the

amount of the adjustment:

(i) For each financial statement line item affected

(ii) If AASB 133 Earnings per Share applies to the entity, for basic and diluted earnings

per share*

(g) The amount of the adjustment relating to periods before those presented, to the extent

practicable

(h) If retrospective application required by AASB 108 Accounting Policies, Changes in Accounting

Estimates and Errors is impracticable for a particular prior period, or for periods before those

presented, the circumstances that led to the existence of that condition and a description of

how and from when the change in accounting policy has been applied*.

* Tier 2 (RDR) reports are not required to include these disclosures

Financial reports of subsequent periods need not repeat these disclosures.

The above information would usually be disclosed in the accounting policy note of the relevant

item and the relevant note for the item, or in a change in accounting policy note.

RDR28.1 An entity applying Australian Accounting Standards – Reduced Disclosure Requirements shall

disclose an explanation if it is impracticable to determine the amounts required to be disclosed

by paragraph 28(f)(i) or 28(g).


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Voluntary changes in accounting policies

AASB 108.29 When a voluntary change in accounting policy has an effect on the current period or any prior

period, would have an effect on that period except that it is impracticable to determine the

amount of the adjustment, or might have an effect on future periods, an entity shall disclose:

(a) The nature of the change in accounting policy

(b) The reasons why applying the new accounting policy provides reliable and more relevant

information

(c) For the current period and each prior period presented, to the extent practicable, the

amount of the adjustment:

(d) For each financial statement line item affected

(e) If AASB 133 Earnings per Share applies to the entity, for basic and diluted earnings per share

(f) The amount of the adjustment relating to periods before those presented, to the extent

practicable

(g) If retrospective application of the accounting policy is impracticable for a particular prior

period, or for periods before those presented, the circumstances that led to the existence of

that condition and a description of how and from when the change in accounting policy has

been applied.

AASB 108.20 Financial statements of subsequent periods, need not repeat these disclosures. The early

application of an accounting standard is not a voluntary change in accounting policy.

Changes in accounting policy

AASB 134.43 A change in accounting policy, other than one for which the transition is specified by a new

Accounting Standard, shall be reflected by:

(a) Restating the financial statements of prior interim periods of the current annual reporting

period and the comparable interim periods of any prior annual reporting periods that will be

restated in the annual financial statements in accordance with AASB 108 Accounting Policies,

Changes in Accounting Estimates and Errors, or

(b) When it is impracticable to determine the cumulative effect at the beginning of the annual

reporting period of applying a new accounting policy to all prior periods, adjusting the

financial statements of prior interim periods of the current annual reporting period, and

comparable interim periods of prior annual reporting periods to apply the new accounting

policy prospectively from the earliest date practicable.


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2.2 New and revised Australian Accounting Standards and Interpretations on issue but

not yet effective

Entities are required to disclose in their financial statements the potential impact of new and

revised Accounting Standards that have been issued but are not yet effective. The disclosures

below reflect a cut-off date of 20 December 2018. The potential impact of the application of any

new and revised Accounting Standards issued by the AASB or IASB after 20 December 2018 but

before the financial statements are issued should also be considered and disclosed.

Having completed assessment of the impact of the various pronouncements in issue but not yet

effective, the following example disclosures should be tailored as appropriate for the entity. In

some cases, an entity may not yet have determined the impact and therefore may state:

The potential effect of the revised Standards/Interpretations on the Group’s financial statements

has not yet been determined.

Entities should however, consider the expectations of regulators (e.g. ASIC) with regards to

having assessed the impact of pronouncements in issue but not yet effective and how detailed

the disclosures need to be (see section 8.5.1).

AASB 108.30(a), (b) Where Standards or Interpretations in issue but not yet effective will result in changes in

recognition or measurement, the following wording should be tailored as appropriate to reflect

the amendments affecting the entity. For example, where an Accounting Standard is not relevant

to the entity, it is not necessary to include explanations about the pronouncement:

A number of Australian Accounting Standards and Interpretations [and IFRS and IFRIC

Interpretations] are in issue but are not effective for the current year end. The following existing

group accounting policies will change on adoption of these pronouncements:

The impact of the application of the new and revised Accounting Standards (see below) is for

illustrative purposes only. Entities should analyse the impact based on their specific facts and

circumstances.


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AASB 108.30 When an entity has not applied a new Accounting Standard that has been issued but is not yet

effective, the entity shall disclose:

This fact

Known or reasonably estimable information relevant to assessing the possible impact that

application of the new Accounting Standard will have on the entity’s financial report in the

period of initial application.

AASB 108.31 In complying with the requirements above, an entity considers disclosing:

The title of the new Accounting Standard

The nature of the impending change or changes in accounting policy

The date by which application of the Accounting Standard is required

The date as at which it plans to apply the Accounting Standard initially

Either:

A discussion of the impact that initial application of the Accounting Standard is expected to

have on the entity’s financial report; or

If that impact is not known or reasonably estimable, a statement to that effect.

The illustrative disclosures below do not include examples of disclosures that would be made

(where relevant) by not-for-profit entities.

AASB 108.30, 31 At the date of authorisation of the financial statements, the Group has not applied the following

new and revised Australian Accounting Standards, Interpretations and amendments that have

been issued but are not yet effective:

AASB 108.31(a), (c), (d)

Standard/amendment


reporting periods


AASB 16 Leases 1 January 2019

AASB 17 Insurance Contracts 1 January 2021

AASB 2014-10 Amendments to Australian Accounting Standards – Sale or

Contribution of Assets between an Investor and its Associate or Joint Venture

[AASB 10 & AASB 128], AASB 2015-10 Amendments to Australian

Accounting Standards – Effective Date of Amendments to AASB 10 and AASB

128 and AASB 2017-5 Amendments to Australian Accounting Standards –

Effective Date of Amendments to AASB 10 and AASB 128 and Editorial

Corrections

1 January 2022

(Editorial corrections in

AASB 2017-5 apply from

1 January 2018)

AASB 2017-6 Amendments to Australian Accounting Standards –

Prepayment Features with Negative Compensation

1 January 2019

AASB 2017-7 Amendments to Australian Accounting Standards – Long-term

Interests in Associates and Joint Ventures

1 January 2019

AASB 2018-1 Amendments to Australian Accounting Standards – Annual

Improvements 2015-2017 Cycle

1 January 2019

AASB 2018-2 Amendments to Australian Accounting Standards – Plan

Amendment, Curtailment or Settlement

1 January 2019

AASB 2018-3 Amendments to Australian Accounting Standards – Reduced


1 January 2019

AASB 2018-6 Amendments to Australian Accounting Standards - Definition

of a Business

1 January 2020


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AASB 108.31(a), (c), (d)

Standard/amendment


reporting periods


AASB 2018-7 Amendments to Australian Accounting Standards – Definition

of Material

1 January 2020

Interpretation 23 Uncertainty over Income Tax Treatments 1 January 2019

In addition, at the date of authorisation of the financial statements the following IASB Standards

and IFRIC Interpretations were on issue but not yet effective, but for which Australian equivalent

Standards and Interpretations have not yet been issued.

Standard/amendment


reporting periods


Amendments to References to the Conceptual Framework in IFRS Standards 1 January 2020

AASB 108:30 requires entities to give known or reasonably estimable information relevant to

assessing the possible impact that application of any new or revised standard will have on the

entity’s financial statements in the period of initial application.

The regulatory requirements in the various jurisdictions may differ as to how detailed the

disclosures need to be; some regulators may require both qualitative and quantitative

information to be disclosed whereas others may consider that qualitative information (e.g. key

areas that may be affected by the new or revised standards) suffices in many circumstances. For

this reason, relevant regulatory guidance should also be taken into account in preparing the

disclosure.

This applies to all new or revised Accounting Standards and Interpretations that have been

issued but are not yet effective.

AASB 16 Leases

General impact of application

AASB 16 provides a comprehensive model for the identification of lease arrangements and their

treatment in the financial statements for both lessors and lessees. AASB 16 will supersede the

current lease guidance including AASB 117 Leases and the related Interpretations when it

becomes effective for accounting periods beginning on or after 1 January 2019. The date of initial

application of AASB 16 for the Group will be 1 January 2019.

The Group has chosen the full retrospective application of AASB 16 in accordance with

AASB 16:C5(a). Consequently, the Group will restate the comparative information.

In contrast to lessee accounting, AASB 16 substantially carries forward the lessor accounting

requirements in AASB 117.

Impact of the new definition of a lease

The Group will make use of the practical expedient available on transition to AASB 16 not to

reassess whether a contract is or contains a lease. Accordingly, the definition of a lease in

accordance with AASB 117 and Interpretation 4 will continue to apply to those leases entered or

modified before 1 January 2019.

The change in definition of a lease mainly relates to the concept of control. AASB 16

distinguishes between leases and service contracts on the basis of whether the use of an

identified asset is controlled by the customer. Control is considered to exist if the customer has:

The right to obtain substantially all of the economic benefits from the use of an identified

asset, and

The right to direct the use of that asset.


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The Group will apply the definition of a lease and related guidance set out in AASB 16 to all lease

contracts entered into or modified on or after 1 January 2019 (whether it is a lessor or a lessee in

the lease contract). In preparation for the first-time application of AASB 16, the Group has carried

out an implementation project. The project has shown that the new definition in AASB 16 will not

change significantly the scope of contracts that meet the definition of a lease for the Group.

Impact on lessee accounting

Operating leases

AASB 16 will change how the Group accounts for leases previously classified as operating leases

under AASB 117, which were off-balance sheet.

On initial application of AASB 16, for all leases (except as noted below), the Group will:

Recognise right-of-use assets and lease liabilities in the consolidated statement of financial

position, initially measured at the present value of the future lease payments;

Recognise depreciation of right-of-use assets and interest on lease liabilities in the

consolidated statement of profit or loss;

Separate the total amount of cash paid into a principal portion (presented within financing

activities) and interest (presented within operating activities) in the consolidated cash flow

statement.

Lease incentives (e.g. rent-free period) will be recognised as part of the measurement of the

right-of-use assets and lease liabilities whereas under AASB 117 they resulted in the recognition

of a lease liability incentive, amortised as a reduction of rental expenses on a straight-line basis.

Under AASB 16, right-of-use assets will be tested for impairment in accordance with AASB 136

Impairment of Assets. This will replace the previous requirement to recognise a provision for

onerous lease contracts.

For short-term leases (lease term of 12 months or less) and leases of low-value assets (such as

personal computers and office furniture), the Group will opt to recognise a lease expense on a

straight-line basis as permitted by AASB 16.

As at 31 December 2018, the Group has non-cancellable operating lease commitments of

CU____.

A preliminary assessment indicates that CU____ of these arrangements relate to leases other

than short-term leases and leases of low-value assets, and hence the Group will recognise a

right-of-use asset of CU____ and a corresponding lease liability of CU____ in respect of all these

leases. The impact on profit or loss is to decrease Other expenses by CU____, to increase

depreciation by CU____ and to increase interest expense by CU____. The provision for onerous

lease contracts which was required under AASB 117 of CU____ will be derecognised. Lease

liability incentives of CU____ previously recognised in respect of the operating leases will be

derecognised and the amount factored into the measurement of the right-to-use assets and

lease liabilities.

The preliminary assessment indicates that CU____ of these arrangements relate to short-term

leases and leases of low-value assets.

Under AASB 117, all lease payments on operating leases are presented as part of cash flows

from operating activities. The impact of the changes under AASB 16 would be to reduce the cash

generated by operating activities by CU____ and to increase net cash used in financing activities

by the same amount.


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Finance leases

The main differences between AASB 16 and AASB 117 with respect to assets formerly held under

a finance lease is the measurement of the residual value guarantees provided by the lessee to

the lessor. AASB 16 requires that the Group recognises as part of its lease liability only the

amount expected to be payable under a residual value guarantee, rather than the maximum

amount guaranteed as required by AASB 117. On initial application the Group will present

equipment previously included in property, plant and equipment within the line item for right-of-

use assets and the lease liability, previously presented within borrowing, will be presented in a

separate line for lease liabilities.

Based on an analysis of the Group’s finance leases as at 31 December 2018 on the basis of the

facts and circumstances that exist at that date, the directors of the Company have assessed that

the impact of this change will not have an impact on the amounts recognised in the Group’s

consolidated financial statements.

Impact on lessor accounting

Under AASB 16, a lessor continues to classify leases as either finance leases or operating leases

and account for those two types of leases differently. However, AASB 16 has changed and

expanded the disclosures required, in particular regarding how a lessor manages the risks

arising from its residual interest in leased assets.

Under AASB 16, an intermediate lessor accounts for the head lease and the sublease as two

separate contracts. The intermediate lessor is required to classify the sublease as a finance or

operating lease by reference to the right-of-use asset arising from the head lease (and not by

reference to the underlying asset as was the case under AASB 117).

Because of this change the Group will reclassify certain of its sublease agreements as finance

leases. As required by AASB 9, an allowance for expected credit losses will be recognised on the

finance lease receivables. The leased assets will be derecognised and finance lease asset

receivables recognised. This change in accounting will change the timing of recognition of the

related revenue (recognised in finance income).


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AASB 17 Insurance Contracts

The new Standard establishes the principles for the recognition, measurement, presentation and

disclosure of insurance contracts and supersedes AASB 4 Insurance Contracts.

The Standard outlines a General Model, which is modified for insurance contracts with direct

participation features, described as the Variable Fee Approach. The General Model is simplified if

certain criteria are met by measuring the liability for remaining coverage using the Premium

Allocation Approach..

The implementation of the Standard is likely to bring significant changes to an entity’s processes

and systems, and will require much greater co-ordination between many functions of the

business, including finance, actuarial and IT.

The Standard is effective for annual reporting periods beginning on or after 1 January 2021, with

early application permitted. It is applied retrospectively unless impracticable, in which case the

modified retrospective approach or the fair value approach is applied.

For the purpose of the transition requirements, the date of initial application is the start if the

annual reporting period in which the entity first applies the Standard, and the transition date is

the beginning of the period immediately preceding the date of initial application. The directors of

the Company do not anticipate that the application of the Standard in the future will have an

impact on the Group’s consolidated financial statements.

AASB 2014-10 Amendments to Australian Accounting Standards – Sale or Contribution of

Assets between an Investor and its Associate or Joint Venture [AASB 10 & AASB 128], AASB

2015-10 Amendments to Australian Accounting Standards – Effective Date of Amendments

to AASB 10 and AASB 128 and AASB 2017-5 Amendments to Australian Accounting

Standards – Effective Date of Amendments to AASB 10 and AASB 128 and Editorial

Corrections

The amendments to AASB 10 Consolidated Financial Statements and AASB 128 Investment in

Associates and Joint Ventures deal with situations where there is a sale or contribution of assets

between an investor and its associate or joint venture. Specifically, the amendments state that

gains or losses resulting from the loss of control of a subsidiary that does not contain a business

in a transaction with an associate or a joint venture that is accounted for using the equity

method, are recognised in the parent’s profit or loss only to the extent of the unrelated

investors’ interests in that associate or joint venture. Similarly, gains and losses resulting from

the remeasurement of investments retained in any former subsidiary (that has become an

associate or a joint venture that is accounted for using the equity method) to fair value are

recognised in the former parent’s profit or loss only to the extent of the unrelated investors’

interests in the new associate or joint venture.

The effective date of the amendments was amended by AASB 2015-10 and AASB 2017-5 and

now applies for annual reporting periods beginning on or after 1 January 2022 (however the

editorial corrections in AASB 2017-5 apply for annual reporting periods beginning on or after 1

January 2018). The directors of the Company anticipate that the application of these

amendments may have an impact on the Group's consolidated financial statements in future

periods should such transactions arise.


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AASB 2017-6 Amendment to Australian Accounting Standards – Prepayment Features with

Negative Compensation

Amends AASB 9 to clarify that for the purpose of assessing whether a prepayment feature meets

the ‘solely payments of principal and interest on the principal amount’ (SPPI) condition, the party

exercising the option may pay or receive reasonable compensation for the prepayment

irrespective of the reason for prepayment. In other words, prepayment features with negative

compensation do not automatically fail SPPI.

The amendment applies to annual periods beginning on or after 1 January 2019, with earlier

application permitted. There are specific transition provisions depending on when the

amendments are first applied, relative to the initial application of AASB 9.

The directors of the Company do not anticipate that the application of the amendments in the

future will have an impact on the Group’s consolidated financial statements.

AASB 2017-7 Amendments to Australian Accounting Standards – Long-term Interests in

Associates and Joint Ventures

The amendment clarifies that AASB 9, including its impairment requirements, applies to long-

term interests. Furthermore, in applying AASB 9 to long-term interests, an entity does not take

into account adjustments to their carrying amount required by AASB 128 (i.e., adjustments to the

carrying amount of long-term interests arising from the allocation of losses of the investee or

assessment of impairment in accordance with AASB 128).

The amendments apply retrospectively to annual reporting periods beginning on or after 1

January 2019. Earlier application is permitted. Specific transition provisions apply depending on

whether the first-time application of the amendments coincides with that of AASB 9.



AASB 2018-1 Amendments to Australian Accounting Standards – Annual Improvements

2015–2017 Cycle


AASB 3 Business Combinations to clarify that when an entity obtains control of a business that

is a joint operation, the entity applies the requirements for a business combination achieved

in stages, including remeasuring its previously held interest in the joint operation at fair

value. The previously held interest to be remeasured includes any unrecognised assets,

liabilities and goodwill relating to the joint operation

AASB 11 Joint Arrangements to clarify that when a party that participates in, but does not have

joint control of, a joint operation that is a business obtains joint control of such a joint

operation, the entity does not remeasure its previously held interest in the joint operation

AASB 112 Income Taxes to clarify that an entity should recognise the income tax

consequences of dividends in profit or loss, other comprehensive income or equity

according to where the entity originally recognised the transactions that generated the

distributable profits. This is the case irrespective of whether different tax rates apply to

distributed and undistributed profits

AASB 133 Borrowing Costs to clarify that if any specific borrowing remains outstanding after

the related asset is ready for its intended use or sale, that borrowing becomes part of the

funds that an entity borrows generally when calculating the capitalisation rate on general

borrowings.

The amendments apply to annual reporting periods beginning on or after 1 January 2019 and

generally apply on prospective basis. The directors of the Company do not anticipate that the

application of the amendments will have a material impact on the Group’s consolidated financial

statements.


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AASB 2018-2 Amendments to Australian Accounting Standards – Plan Amendment,

Curtailment or Settlement

The amendments clarify that the past service cost (or of the gain or loss on settlement) is

calculated by measuring the defined benefit liability (asset) using updated assumptions and

comparing benefits offered and plan assets before and after the plan amendment (or

curtailment or settlement) but ignoring the effect of the asset ceiling (that may arise when the

defined benefit plan is in a surplus position). AASB 119 is now clear that the change in the effect

of the asset ceiling that may result from the plan amendment (or curtailment or settlement) is

determined in a second step and is recognised in the normal manner in other comprehensive

income.

The paragraphs that relate to measuring the current service cost and the net interest on the net

defined benefit liability (asset) have also been amended. An entity will now be required to use the

updated assumptions from this remeasurement to determine current service cost and net

interest for the remainder of the reporting period after the change to the plan. In the case of the

net interest, the amendments make it clear that for the period post plan amendment, the net

interest is calculated by multiplying the net defined benefit liability (asset) as remeasured under

AASB 119.99 with the discount rate used in the remeasurement (also taking into account the

effect of contributions and benefit payments on the net defined benefit liability (asset)).

The amendments are applied prospectively. They apply only to plan amendments, curtailments

or settlements that occur on or after the beginning of the annual period in which the

amendments to AASB 119 are first applied. The amendments to AASB 119 must be applied to

annual periods beginning on or after 1 January 2019, but they can be applied earlier if an entity

elects to do so.



AASB 2018-3 Amendments to Australian Accounting Standards – Reduced Disclosure

Requirements

Amends AASB 16 Leases and AASB 1058 Income for Not-for-Profit Entities to establish Reduced

Disclosure Requirements for entities preparing general purpose financial statements under

Australian Accounting Standards – Reduced Disclosure Requirements. The amendments applied

for annual periods beginning on or after 1 January 2019.

As the Group’s financial statements are ‘Tier 1’ general purpose financial statements, the

directors of the Company do not anticipate that the application of the amendments in the future

will have an impact on the Group’s consolidated financial statements.


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AASB 2018-6 Amendments to Australian Accounting Standards – Definition of a Business

Amends AASB 3 Business Combinations to clarify the definition of a business, with the objective of

assisting entities.to determine whether a transaction should be accounted for as a business

combination or as an asset acquisition.

The amendments:

Clarify that to be considered a business, an acquired set of activities and assets must

include, at a minimum, an input and a substantive process that together significantly

contribute to the ability to create outputs

Remove the assessment of whether market participants are capable of replacing any missing

inputs or processes and continuing to produce outputs

Add guidance and illustrative examples to help entities assess whether a substantive

process has been acquired

Narrow the definitions of a business and of outputs by focusing on goods and services

provided to customers and by removing the reference to an ability to reduce costs

Add an optional concentration test that permits a simplified assessment of whether an

acquired set of activities and assets is not a business.

This Standard applies to annual reporting periods beginning on or after 1 January 2020. The

directors of the Company do not anticipate that the application of this Standard will have a

material impact on the Group’s consolidated financial statements, but may have an impact on the

assessment and accounting for of future acquisitions.

AASB 2018-7 Amendments to Australian Accounting Standards – Definition of Material

Makes amendments intended to address concerns that the wording in the definition of ‘material’

was different in the Conceptual Framework for Financial Reporting, AASB 101 Presentation of

Financial Statements and AASB 108 Accounting Policies, Changes in Accounting Estimates and Errors.

The amendments address these concerns by:

Replacing the term ‘could influence’ with ‘could reasonably be expected to influence’

Including the concept of ‘obscuring information’ alongside the concepts of ‘omitting’ and

‘misstating’ information in the definition of material

Clarifying that the users to which the definition refers are the primary users of general

purpose financial statements referred to in the Conceptual Framework

Aligning the definition of material across Australian Accounting Standards and other

publications.



material impact on the Group’s consolidated financial statements.

These illustrative disclosures do not show example disclosures for new and amending

pronouncements that are not relevant to International GAAP Holdings Limited, for example

amending standards applying to not-for-profit entities. Entities should ensure that review

section 8.5 to determine all pronouncements for which disclosures should be made.


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Interpretation 23 Uncertainty over Income Tax Treatments

Interpretation 23 sets out how to determine the accounting tax position when there is

uncertainty over income tax treatments. The Interpretation requires an entity to:

Determine whether uncertain tax positions are assessed separately or as a group, and

Assess whether it is probable that a tax authority will accept an uncertain tax treatment

used, or proposed to be used, by an entity in its income tax filings:

‒ If yes, the entity should determine its accounting tax position consistently with the tax

treatment used or planned to be used in its income tax filings.

‒ If no, the entity should reflect the effect of uncertainty in determining its accounting tax

position.

The Interpretation is effective for annual periods beginning on or after 1 January 2019. Entities

can apply the Interpretation with either full retrospective application or modified retrospective

application without restatement of comparatives retrospectively or prospectively.

The directors of the Company do not anticipate that the application of the Interpretation will

have a material impact on the Group’s consolidated financial statements.

Amendment to References to the Conceptual Framework in IFRS Standards

This IASB Standard makes amendments to various IFRS Standards to reflect the issue of the

IASB’s revised Conceptual Framework for Financial Reporting in March 2018. This Standard

updates references to, or quotations from, previous versions of the Framework contained in

many Standards.



material impact on the Group’s consolidated financial statements.

The IASB’s revised Conceptual Framework for Financial Reporting updates a number of definitions

and guidance, introduces new guidance on a number of topics including the reporting entity and

presentation and disclosure, and clarifies a number of other matters. If an analysis of the

impacts of the new Conceptual Framework has not been performed, the last sentence above can

be substituted with a statement similar to the following:

The potential effect of the Standard, and the IASB’s Conceptual Framework for Financial Reporting

to which it refers, on the Group’s financial statements has not yet been determined.


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3. Accounting policies

…

Goods and services tax

Int 1031 Revenues, expenses and assets are recognised net of the amount of goods and services tax

(GST), except:

Where the amount of GST incurred is not recoverable from the taxation authority, it is

recognised as part of the cost of acquisition of an asset or as part of an item of expense, or

For receivables and payables which are recognised inclusive of GST.

The net amount of GST recoverable from, or payable to, the taxation authority is included as part

of receivables or payables.

Cash flows are included in the cash flow statement on a gross basis. The GST component of cash

flows arising from investing and financing activities which is recoverable from, or payable to, the

taxation authority is classified within operating cash flows.


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15. Dividends

AASB 1054 disclosures to be provided in addition to those provided in note 15 of the Deloitte

model IFRS financial statements:

AASB 101.137 On 29 August 2018, the directors declared a fully franked final dividend of 26.31 cents per

share to the holders of fully paid ordinary shares in respect of the financial year ended

31 December 2018 to be paid to shareholders on 4 October 2018. This dividend is subject to

approval by shareholders at the Annual General Meeting and has not been included as a

liability in these consolidated financial statements. If approved, the dividend will be paid to all

shareholders on the Register of Members on 23 September 2018. The total estimated

dividend to be paid is $3,905 thousand.

Company

31/12/2018

$’000

31/12/2017

$’000

AASB 1054.13 Adjusted franking account balance

AASB 112.81(i) Income tax consequences of unrecognised dividends

AASB 101.107

RDR: see AASB 101.107

An entity shall present, either in the statement of changes in equity or in the notes, the amount

of dividends recognised as distributions to owners during the period, and the related amount

of dividends per share

AASB 1054.12 The term ‘imputation credits’ is used in paragraphs 13-15 to also mean ‘franking credits’. The

disclosures required by paragraphs 13 and 15 shall be made separately in respect of any New

Zealand imputation credits and any Australian imputation credits.

AASB 1054.13 An entity shall disclose the amount of imputation credits available for use in subsequent

reporting periods.

AASB 1054.14 For the purposes of determining the amount required to be disclosed (in accordance with

paragraph 13 of AASB 1054), entities may have:

Imputation credits that will arise from the payment of the amount of the provision for

income tax

Imputation debits that will arise from the payment of dividends recognised as a liability at

the reporting date

Imputation credits that will arise from the receipt of dividends recognised as receivables at

the reporting date.

AASB 1054.15 Where there are different classes of investors with different entitlements to imputation credits,

disclosures shall be made about the nature of those entitlements for each class where this is

relevant to an understanding of them.

Exempting accounts are held by companies wholly-owned by non-residents or tax exempt

institutions and are similar to franking accounts. AASB 1054 Australian Additional Disclosures

does not specifically require the disclosure of exempting account balances, however, where

considered necessary (i.e. to satisfy the information needs of the likely users of the financial

report), directors may consider disclosing the exempting account balance.


222

Source

21. Subsidiaries

Below are disclosures which illustrate the requirements of ASIC Corporations (Wholly-owned

Companies) Instrument 2016/785 in respect of the consolidated financial statements. See the

Deloitte model IFRS financial statements note 21 for the remainder of the disclosures for

subsidiaries.

Details of the Group's material subsidiaries at the end of the reporting period are as follows.

AASB 124.13

Name of

subsidiary Principal activity

Place of

incorporation

and operation

Proportion of ownership

interest and voting power

held by the Group

31/12/2018 31/12/2017

Subzero

Limited

Manufacture of toys A Land Nil 100%

Subone Limited Manufacture of electronic

equipment

A Land 90% 100%

Subtwo Limited Manufacture of leisure goods A Land 45% 45%

Subthree

Limited (ii), (iii)

Construction of residential

properties

A Land 100% 100%

Subfour Limited Manufacture of leisure goods B Land 70% 70%

Subfive Limited Manufacture of electronic

equipment and bicycles

C Land 100% 100%

Subsix Limited Manufacture of leisure goods A Land 80% Nil

Subseven

Limited (ii), (iii)

Manufacture of leisure goods A Land 100% Nil

C Plus Limited Manufacture of electronic

equipment

A Land 45% 45%

Int. 1052.16(a) (i) International GAAP Holdings Limited is the head entity within the tax-consolidated

group.

(ii) These companies are members of the tax-consolidated group.

ASIC-CI 2016/785 s.6(v)(ii)

(iii) These wholly-owned subsidiaries have entered into a deed of cross guarantee with

International GAAP Holdings Limited pursuant to ASIC Corporations (Wholly-owned

Companies) Instrument 2016/785 and are relieved from the requirement to prepare

and lodge an audited financial report. Subseven Limited became a party to the deed

of cross guarantee on 14 December 2017.

ASIC-CI 2016/785 Details required

ASIC Corporations (Wholly-owned Companies) Instrument 2016/785 requires the following

information in respect of parties to the deed of cross guarantee at the end of the financial year:

Details (including dates) of parties to the deed of cross guarantee which, during or since

the financial year have been added by an assumption deed, removed by a revocation deed

or which are the subject of a notice of disposal (as required under the instrument)

Details (including dates and reasons) of any entities which obtained relief under the

instrument or ASIC Class Order 98/1418 at the end of the immediately preceding financial

year but which were ineligible for relief in respect of the relevant financial year.

Financial support

AASB 12.14-17

RDR: see AASB 12.14-17

When the Group gives financial support to a consolidated structured entity, the nature and

risks (including the type and amount of support provided) should be disclosed in the financial

statements. Refer AASB 12.14-17 for details.


223

Source

21. Subsidiaries (continued)

Consolidated income statement, consolidated statement of financial position and

movements in consolidated retained earnings of entities party to the deed of cross

guarantee

ASIC-CI 2016/785 s.6(v)

The consolidated income statement and consolidated statement of financial position of the

entities which are parties to the deed of cross guarantee are:

Year ended

31/12/2018 31/12/2017

$’000 $’000

Statement of comprehensive income

Revenue

Finance income – interest income

Finance income - other

Changes in inventories of finished goods and work in progress

Raw materials and consumables used

Employee benefits expense

Depreciation and amortisation expense

Finance costs

Consulting expense

Other expenses

Restructuring costs

Share of results of associates

Share of results of joint ventures

Net gain/(loss) from the derecognition of financial assets

measured at amortised cost

Net gain/(loss) on reclassification of financial assets from

amortised cost to FVTPL

Other gains and losses

Profit before tax

Income tax expense

Profit for the year from continuing operations

Loss for the year from discontinued operations

Profit for the year

Other comprehensive Income

Items that will not be reclassified subsequently to profit or

loss:

Gains/(losses) on property revaluation

Remeasurement of net defined benefit liability

Fair value gain/(loss) on investments in equity instruments

designated as FVTOCI

Fair value gain/(loss) on financial liabilities designated as FVTPL

attributable to changes in credit risk

Fair value gain/(loss) on hedging instruments entered into for

cash flow hedges subject to basis adjustment

Cost of hedging subject to basis adjustment

Share of other comprehensive income of associates

Share of other comprehensive income of joint ventures

Income tax relating to items that will not be reclassified

subsequent to profit or loss


224

Source


31/12/2018 31/12/2017

$’000 $’000

Items that may be reclassified subsequently to profit or loss:

Debt instruments measured at FVTOCI

- Fair value gain/(loss) on investments in debt instruments

classified as at FVTOCI reclassified to profit or loss upon

disposal

- Less: Cumulative (gain)/loss on investments in debt

instruments classified as at FVTOCI reclassified to profit or

loss upon disposal

- Less: Cumulative (gain)/loss on investments in debt

instruments classified as at FVTOCI reclassified to profit or

loss upon reclassification from FVTOCI to FVTPL

Cash flow hedges:

- Fair value gain/(loss) arising on hedging instruments during

the period

- Less: Cumulative (gain)/loss arising on hedging instruments

reclassified to profit or loss

Cash flow hedges:

- Fair value gain/(loss) arising on hedging instruments during

the period

- Less: Cumulative (gain)/loss arising on hedging instruments


Foreign currency translation, net of investment hedges of a

foreign operation:

- Foreign exchange differences on translation of foreign

operations

- Less: (Gain)/loss reclassified to profit or loss on disposal of

foreign operation

- Gain(loss) arising on hedging instruments designated in

hedges of the net assets in foreign operation

- Less: (Gain)/loss on hedging instruments reclassified to

profit or loss on disposal of foreign operation

Cost of hedging not subject to basis adjustment:

- Changes in the fair value during the period in relation to

transaction-related hedged items

- Changes in the fair value during the period in relation to

time-period related hedged items

- Less: Cumulative (gain)/loss arising on changes in the fair

value in relation to transaction-related hedged items


- Less: Amortisation to profit or loss of cumulative (gain)/loss

arising on changes in the fair value in relation to time-

period related hedged item


225

Source


31/12/2018 31/12/2017

$’000 $’000

Share of other comprehensive income of associates

Share of other comprehensive income of joint ventures

Income tax relating to items that may be reclassified

subsequently to profit o rloss

Other comprehensive income for the year, net of income tax

Total comprehensive Income for the year

31/12/2018 31/12/2017

$’000 $’000

Statement of financial position

Current assets

Cash and bank balances

Inventories

Investments

Rights to returned goods asset

Contract assets

Contract costs

Financial lease receivables


Assets classified as held for sale

Total current assets

Non-current assets

Goodwill

Other intangible assets

Property, plant and equipment

Investments property

Investments in associates

Investments in joint ventures


Finance lease receivables

Deferred tax asset

Derivative financial assets

Contract assets

Contract costs

Total non-current assets

Total assets


226

Source


31/12/2018 31/12/2017

$’000 $’000

Current liabilities

Trade and other payables

Current tax liabilities

Obligations under finance leases

Borrowings

Other financial liabilities

Provisions

Derivative financial liabilities

Deferred income – government grant

Contract liabilities

Refund liability

Liabilities directly associated with non-current assets classified

as held for sale

Total current liabilities

Non-current liabilities

Borrowings

Convertible loan notes

Retirement benefit obligations


Long-term provisions

Deferred income – government grant

Obligations under finance lease

Liability for share-based payments

Lease incentives

Total non-current liabilities

Total liabilities

Net assets

Equity

Share capital

Reserves

Retained earnings*

Total equity

* Retained earnings

Retained earnings as at beginning of the financial year

Net profit

Dividends provided for or paid

Share buy-back

Retained earnings as at end of the financial year


227

Source


Requirements for additional consolidation information

ASIC-CI 2016/785 s.6(v)

ASIC Corporations (Wholly-owned Companies) Instrument 2016/785 requires the holding entity to

include ‘additional consolidation information’ in each of the following circumstances:

Where the consolidated financial statements cover entities which are not members of the

‘closed group’, additional consolidation information in respect of the ‘closed group’

Where the consolidated financial statements cover entities which are not parties to the

deed of cross guarantee, additional consolidation information in respect of the

consolidation of the holding entity and those entities which are parties to the deed of

cross guarantee and controlled by the holding entity

If there are parties to the deed of cross guarantee (other than a trustee or alternative

trustee that is not a ‘group entity’ within the meaning of the deed) which are not controlled

by the holding entity, additional consolidated information in respect of those parties (either

individually or in aggregate).

ASIC-CI 2016/785 s.4

The additional consolidation information presented to comply with the requirements of ASIC

Corporations (Wholly-owned Companies) Instrument 2016/785 includes:

A statement of comprehensive income setting out the information specified by paragraphs

82 to 87 of AASB 101 Presentation of Financial Statements

Opening and closing retained earnings, dividends provided for or paid and transfers to and

from reserves

A statement of financial position complying with paragraphs 54 to 60 of AASB 101.

In addition, elimination of all transactions between entities for which information is included in

the additional consolidation information is required.

31. Trade and other receivables

31/12/2018 31/12/2017

$’000 $’000

Trade receivables

Loss allowance

17,408

(798)

14,562

(838)

16,610 13,724

Deferred consideration for the disposal of [name of subsidiary]

(see note 52)

2,205

Operating lease receivable - -

Int 1031.9 Good and services tax recoverable

Other [describe]

-

54

-

20

18,869 13,744

The above disclosure is an updated disclosure for note 31 included in the Deloitte model IFRS

financial statements. Refer to the Deloitte model IFRS financial statements note 31 for the

remainder of the disclosures for Trade and other receivables.


228

Source

54. Notes to the cash flow statement

Reconciliation of profit for the year to net cash flows from operating activities

AASB 1054.16 When an entity uses the direct method to present its statement of cash flows, the financial

statements shall provide a reconciliation of the net cash flow from operating activities to profit

(loss).

Year ended

31/12/2018

Year ended

31/12/2017

CU'000 CU'000

Profit for the year

Adjustments for:

Share of profit of associates

Share of profit of joint ventures

Finance income

Other gains and losses

Finance costs

Income tax expense

Gain on disposal of discontinued operation

Depreciation of property, plant and equipment

Impairment loss on fixtures and equipment

Impairment losses, net of reversals, on financial assets

Amortisation of intangible assets

Impairment of goodwill

Share-based payment expenses

Fair value gain/loss on investment property

Gain on disposal of property, plant and equipment

Increase/(decrease) in provisions

Increase/(decrease) in derivatives and other financial

assets held for trading

Difference between pension funding contributions paid

and the pension cost charge

Operating cash flows before movements in working

capital

Movements in working capital:

(Increase)/decrease in inventories

(Increase)/decrease in trade and other receivables

(Increase)/decrease in contract assets

(Increase)/decrease in contract costs

(Increase)/decrease in right to returned goods assets

(Increase)/decrease in trade and other payables

Increase/(decrease) in provisions

Increase/(decrease) in contract liabilities

(Increase)/decrease in refund liability

(Increase)/decrease in deferred income

Cash generated from operations

Interest paid

Income taxes paid

Net cash generated by operating activities


229

64. Related party transactions

AASB 124.13, Aus 13.1(a),

AASB 101.138(c)

The immediate parent and ultimate controlling party respectively of the Group are X Holdings

Limited (incorporated in M Land) and Y Holdings Limited (incorporated in N Land) respectively.

AASB 124.13 If neither the entity’s parent nor the ultimate controlling party produces financial reports

available for public use, the name of the next most senior parent that does so shall also be

disclosed.

AASB 124.Aus13.1 When any of the parent entities and/or ultimate controlling parties named above is

incorporated or otherwise constituted outside Australia, an entity shall:

Identify which of those entities is incorporated overseas and where

Disclose the name of the ultimate controlling entity incorporated within Australia.

64A. Remuneration of auditors

ASIC-CI 2016/191 In making the following disclosure, entities must consider the extent to which ASIC Corporations

(Rounding in Financial/Directors’ Reports) Instrument 2016/191 permits information about the

remuneration of auditors to be rounded (see section 6.5.2 for a discussion on ASIC-CI

2016/191).

Auditor of the parent entity

31/12/2018 31/12/2017

$ $

AASB 1054.10, 11 Audit or review of the financial statements 442,627 406,239

s.300(11B)(a) Preparation of the tax return 300,000 352,000

s.300(11B)(a) All other services [describe] - -

742,627 758,239

AASB 1054.10, 11 Network firm of the parent entity auditor

s.300(11B)(a) All other services [describe] - -

- -

s.300(11B)(a), (11C)(a) The auditor of International GAAP Holdings Limited is Deloitte Touche Tohmatsu

Remuneration of international associates of Deloitte Touche Tohmatsu Australia shall be

disclosed under ‘Network firm of the parent entity auditor’.

AASB 1054.11 The nature and amount of each category of non-audit services provided by a network firm of

the auditor of a parent entity shall be disclosed in the notes to the financial statements of

Tier 1 financial reports.

Network firm’ is defined in APES 110 Code of Ethics for Professional Accountants as ‘a Firm or

entity that belongs to a Network’.

Firm is defined in APES 110 as:

A sole practitioner, partnership, corporation or other entity of professional accountants

An entity that controls such parties through ownership, management or other means

An entity controlled by such parties through ownership, management or other means, or

An Auditor-General’s office or department’.


230

64A. Remuneration of auditors (continued)

‘‘Network’ is defined in APES 110 as:

‘A larger structure:

(a) That is aimed at co-operation, and

(b) That is clearly aimed at profit or cost sharing or shares common ownership, control or

management, common quality control policies and procedures, common business

strategy, the use of a common brand-name, or a significant part of professional resources.’

The definition of ‘Network’ is to be read in the context of the guidance provided in paragraphs

290.13-24 of APES 110.

Listed companies

s.300(11B)(a), (11C) Note: This disclosure may be provided in either the directors’ report or in the financial report.

Listed companies must disclose details of the amounts paid or payable to each auditor for

non-audit services provided during the year by the auditor (or by another person or firm on

the auditor’s behalf). For the purposes of this requirement, the details required are the name

of the auditor, and the dollar amount that the listed company or any entity that is part of the

consolidated entity paid, or is liable to pay, for each of those non-audit services.

64B. Parent entity information

The accounting policies of the parent entity, which have been applied in determining the

financial information shown below, are the same as those applied in the consolidated financial

statements except as set out below. See note 3 for a summary of the significant accounting

policies relating to the Group.

Investments in subsidiaries, associates and joint ventures

AASB 127.12, 16(c) Investments in subsidiaries, associates and joint ventures are accounted for at cost. Dividends

received from subsidiaries, associates and joint ventures are recognised in profit or loss when

a right to receive the dividend is established (provided that it is probable that the economic

benefits will flow to the Parent and the amount of income can be measured reliably).

Tax consolidation

The disclosures below assume the parent entity is the head entity in the tax consolidated

group and that a tax funding arrangement exists and mirrors the tax allocation method used

under Interpretation 1052. Where this is not the case, the disclosures should be amended as

relevant to the entity’s specific circumstances.

Int 1052.16 The company and its wholly-owned Australian resident entities are members of a tax-

consolidated group under Australian tax law. The company is the head entity within the tax-

consolidated group. In addition to its own current and deferred tax amounts, the company

also recognises the current tax liabilities and assets and deferred tax assets arising from

unused tax losses and relevant tax credits of the members of the tax-consolidated group.

Amounts payable or receivable under the tax-funding arrangement between the company and

the entities in the tax consolidated group are determined using a ‘separate taxpayer within

group’* approach to determine the tax contribution amounts payable or receivable by each

member of the tax-consolidated group. This approach results in the tax effect of transactions

being recognised in the legal entity where that transaction occurred, and does not tax effect

transactions that have no tax consequences to the group. The same basis is used for tax

allocation within the tax-consolidated group.

* Where other methods are used (‘stand alone taxpayer’ or ‘group allocation’) this wording should be

changed, and the actual basis of allocation outlined in the next sentence should be updated to reflect

the entity’s circumstances.


231

Source

64B. Parent entity information (continued)

Financial position 31/12/2018 31/12/2017

$'000 $'000

Assets

Reg2M.3.01(a),(k) Current assets 27,653 21,878

Non-current assets 94,260 99,637

Reg2M.3.01(b),(k) Total assets 121,913 121,515

Liabilities

Reg2M.3.01(c), (k) Current liabilities 29,811 40,895

Non-current liabilities 27,242 7,048

Reg2M.3.01(d),(k) Total liabilities 57,053 47,943

Reg2M.3.01(e),(k) Equity

Issued capital 32,777 48,672

Retained earnings 30,420 23,719

Reserves

General reserve 807 807

Asset revaluation 1 1

Investments revaluation 57 35

Equity-settled employee benefits 206 338

Option premium on convertible notes 592 -

Other [describe] - -

Total equity 64,860 73,572

Financial performance

Year ended

31/12/2018 31/12/2017

$'000 $'000

Reg2M.3.01(f),(k) Profit for the year 13,891 12,426

Other comprehensive income 22 (38)

Reg2M.3.01(g),(k) Total comprehensive income 13,913 12,388

Reg2M.3.01(h),(k) Guarantees entered into by the parent entity in relation to the debts of its

subsidiaries

31/12/2018 31/12/2017

$'000 $'000

Guarantee provided under the deed of cross guarantee (i) 11,980 24,624

(i) International GAAP Holdings Limited has entered into a deed of cross guarantee with two of

its wholly-owned subsidiaries, Subthree Limited and Subseven Limited.


232

Source

64B. Parent entity information (continued)

Reg2M.3.01(i), (k) Contingent liabilities of the parent entity

31/12/2018 31/12/2017

$'000 $'000

[describe] - -

Reg2M.3.01(j), (k) Commitments for the acquisition of property, plant and

equipment by the parent entity

31/12/2018 31/12/2017

$'000 $'000

Plant and equipment

Not longer than 1 year 26 70

Longer than 1 year and not longer than 5 years - -

Longer than 5 years - -

26 70

Disclosures required in the notes to the consolidated financial statements

s.295(2), (3), Reg2M.3.01

(1) Where consolidated financial statements are required by the accounting standards, the

regulations require the notes to the financial statements of the consolidated entity to

disclose:

(a) Current assets of the parent entity

(b) Total assets of the parent entity

(c) Current liabilities of the parent entity

(d) Total liabilities of the parent entity

(e) Shareholders’ equity in the parent entity separately showing issued capital and each

reserve

(f) Profit or loss of the parent entity

(g) Total comprehensive income of the parent company

(h) Details of any guarantees entered into by the parent entity in relation to the debts of

its subsidiaries

(i) Details of any contingent liabilities of the parent entity

(j) Details of any contractual commitments by the parent entity for the acquisition of

property, plant or equipment

(k) Comparative information for the previous period for each of paragraphs (a) to (j)

(2) The disclosures in subregulation (1) must be calculated in accordance with accounting

standards in force in the financial year to which the disclosure relates.

(3) In this regulation: parent entity means a company, registered scheme or disclosing entity

that is required by the accounting standards to prepare financial statements in relation to

a consolidated entity.

Illustrative disclosures | ASX disclosures

233

ASX disclosures

Below are illustrative disclosures required by ASX which are suitable as a guide only.

Source

Entities preparing Tier 2 (RDR) financial reports cannot be listed entities (as all listed entities are

deemed to have public accountability and are thereby required to prepare Tier 1 reports), and

accordingly will not be required to provide additional ASX disclosures.

Additional securities exchange information as at 14 March 2019

The below illustrative disclosures required by the ASX listing rules are included outside the

financial statements. As a result these disclosures are not subject to audit nor included or

referenced in the notes in the financial statements.

ASX-LR 4.10 Additional securities exchange information must be current as at a date specified by the entity

which must be on or after the entity’s balance sheet date and not be more than 6 weeks before

the annual report is given to the ASX.

Number of holders of equity securities

ASX-LR 19.12 Equity securities include shares, units, options over issued or unissued securities, rights to any

one of the former securities and convertible securities.

ASX-LR 4.10.5 Ordinary share capital

14,844,000 fully paid ordinary shares are held by 709 individual shareholders.

2,500,000 partly paid ordinary shares, paid to 71 cents, are held by 709 individual shareholders.

29 cents per share may be called up in the event of winding up the company.

ASX-LR 4.10.6 All issued ordinary shares carry one vote per share, however, partly paid shares do not carry the

rights to dividends.

ASX-LR 4.10.5

ASX-LR 4.10.16

Preference share capital

1,200,000 10% converting non-participating preference shares are held by 6 individual

shareholders.

3,000,000 7% redeemable cumulative preference shares are held by 8 individual shareholders.

ASX-LR 4.10.6 All issued converting non-participating preference shares and redeemable cumulative preference

shares carry one vote per share, however, the right to vote is restricted to meetings convened for

the purpose of reducing the capital or winding-up or sanctioning the sale of the undertaking of

the Company or where the proposition to be submitted to the meeting directly affects their

rights and privileges or when the dividend on their particular class of preference shares is in

arrears for more than six months.

ASX-LR 4.10.5 Convertible notes

4,500,000 5.5% fully paid convertible notes are held by 354 individual noteholders.

ASX-LR 4.10.6 Convertible notes do not carry a right to vote.

ASX-LR 4.10.5

ASX-LR 4.10.16

Options

196,000 options are held by 30 individual option holders.

ASX-LR 4.10.6 Options do not carry a right to vote.


234

Source

ASX-LR 4.10.7 Distribution of holders of equity securities

Fully paid

ordinary

shares

Partly paid

ordinary

shares

Redeemable

preference

shares

Converting

non-

participating

preference

shares

Convertible

notes Options

1 – 1,000 672 692 - - 326 18

1,001 – 5,000 18 7 - - 13 10

5,001 – 10,000 5 3 - - 5 -

10,001 – 100,000 8 4 3 5 6 2

100,001 and

over

6 3 5 1 4 -

709 709 8 6 354 30

ASX-LR 4.10.8 Holding less than

a marketable

parcel

87 337

ASX-LR 4.10.4 Substantial shareholders

Ordinary shareholders

Fully paid ordinary shares

Number

Partly paid ordinary shares

Number

X Holdings Limited 8,500,000 1,416,667

XYZ Nominees Limited 1,000,000 166,667

Walker Pty Ltd 1,000,000 166,667

10,500,000 1,750,001

A substantial holder, in relation to a company and a trust which is a registered managed

investment scheme, a substantial holder under s.671B of the Corporations Act.

s.9 A person has a substantial shareholding in a body corporate, or listed registered managed

investment scheme, if:

The total votes attached to voting shares in the body, or voting interests in the scheme, in

which they or their associates:

Have relevant interests

Would have a relevant interest but for subsection 609(6) (market traded options) or 609(7)

(conditional agreements)

is 5% or more of the total number of votes attached to voting shares in the body, or interests in

the scheme, or

The person has made a takeover bid for voting shares in the body, or voting interests in the

scheme, and the bid period has started and not yet ended.

s.9 A voting share means an issued share in the body that carries any voting rights beyond the

following:

A right to vote while a dividend (or part of a dividend) in respect of the share is unpaid

A right to vote on a proposal to reduce the body’s share capital

A right to vote on a resolution to approve the terms of a buy-back agreement

A right to vote on a proposal that affects the rights attached to the share

A right to vote on a proposal to wind the body up

A right to vote on a proposal for the disposal of the whole of the body’s property, business

and undertaking

A right to vote during the body’s winding up.


235

Source

ASX-LR 4.10.9 Twenty largest holders of quoted equity securities

Fully paid ordinary shares Partly paid ordinary shares

Ordinary shareholders Number Percentage Number Percentage

X Holdings Limited

XYZ Nominees Limited

Walker Pty Ltd

The Perri Family Trust

Hays Nominees Limited

P.T. Young

ELC Superannuation Trust

Inkerman Pty Limited

Watson Nominees Limited

P.H. Taylor

C.W. Gouday

K.B. Cai

T.P. Kowood

W.L. Yeo Family Trust

Stock Pty Limited

D.E. Portier

A.L. Lauff

P.D. Kimm

C.P. Daniels

C.J. Chambers

Hill Nominees Limited

10,500,000

1,000,000

1,000,000

500,000

200,000

200,000

100,000

50,000

50,000

50,000

20,000

20,000

20,000

12,270

10,000

10,000

10,000

10,000

8,751

5,000

-

70.74

6.74

6.74

3.37

1.35

1.35

0.67

0.34

0.34

0.34

0.13

0.13

0.13

0.08

0.07

0.07

0.07

0.07

0.06

0.03

-

1,416,667

166,667

166,667

83,333

33,333

33,333

16,667

8,333

8,333

8,167

3,333

3,333

3,333

1,000

1,667

1,667

1,667

1,667

-

833

833

56.67

6.67

6.67

3.33

1.33

1.33

0.67

0.33

0.33

0.33

0.13

0.13

0.13

0.04

0.07

0.07

0.07

0.07

-

0.03

0.03

13,776,021 92.82 1,960,8337 78.43

Convertible notes

Convertible noteholders Number Percentage

Woodstock Nominees Limited

Kowski Nominees Limited

Walker Pty Ltd

Smith Trust

Giles Nominees Limited

P.T. Young

Insurance Company Limited

P.H Taylor Family Trust

Watson Nominees Limited

C.W. Gouday

K.B. Cai

T.P. Saw

Stock Pty Limited

Hill Nominees Limited

A.L. Lauff

P.C. Ford

Hanky Pty Limited

D.E. Randall

Lamon Trust

Sang Nominees Limited

2,500,000

400,000

400,000

200,000

75,000

75,000

30,000

15,000

15,000

15,000

10,000

10,000

10,000

10,000

10,000

5,000

5,000

5,000

5,000

5,000

55.56

8.89

8.89

4.44

1.67

1.67

0.67

0.33

0.33

0.33

0.22

0.22

0.22

0.22

0.22

0.11

0.11

0.11

0.11

0.11

3,800,000 84.43


236

Source

ASX-LR 4.10.16 Unquoted equity security holdings greater than 20%

Number

Converting non-participating preference shares

Y Holdings Limited

930,000

930,000

Disclosure of the name of the holder and the number of equity securities held, where a person

holds more than 20% of the equity securities in an unquoted class, is not required where the

securities were issued or acquired under an employee incentive scheme.

ASX-LR 4.10.10 Company secretary

Mr A.B. Grey

ASX-LR 4.10.11 Registered office

10th Floor

ALD Centre

255 Deloitte Street

SYDNEY NSW 2000

Tel: (02) 9208 7000

Principal administration office

1st Floor

167 Admin Ave

SYDNEY NSW 2000

Tel: (02) 9208 5000

ASX-LR 4.10.12 Share registry

ELC Share Registry Services

Level 1

225 George St

SYDNEY NSW 2000

Tel: (02) 9322 7000

Other ASX information

All listed entities

ASX-LR 4.10.14 The number and class of restricted securities or securities subject to voluntary escrow that are

on issue, and the date that the escrow period ends, must be disclosed.

ASX-LR 4.10.18 An entity shall disclose whether there is a current on-market buy-back. That is, if an Appendix 3C

has been given to the ASX for an on-market buy-back and no Appendix 3F has been given to the

ASX for that buy-back.

ASX-LR 4.10.21 A summary of any issues of securities approved for the purposes of Item 7 of s.611 of the

Corporations Act which have not yet been completed must be disclosed.

ASX-LR 4.10.22 If during the reporting period any securities of an entity were purchased on-market:

Under or for the purposes of an employee incentive scheme, or

To satisfy the entitlements of the holder of options or other rights to acquire securities

granted under an employee incentive scheme,

an entity shall disclose the following information:

(a) The total number of securities purchased during the reporting period

(b) The average price per security at which the securities were purchased during the reporting

period.

Securities exchange listings

ASX-LR 4.10.13 Where the entity is listed on a securities exchange other than the Australian Securities Exchange,

the name of that exchange must be disclosed.


237

Source

For listed investment entities

ASX-LR 4.10.20 Listed investment entities must disclose:

A list of all investments held by it and its child entities

The total number of transactions in securities during the reporting period, together with the

total brokerage paid or accrued during the period

The total management fees paid or accrued during the reporting period, together with a

summary of any management agreement.

ASX-LR 19.12 An investment entity is an entity which, in ASX’s opinion, is an entity to which both of the following

apply:

Its activities or the principal part of its activities consist of investing (directly or through a child

entity) in listed or unlisted securities or futures contracts

Its objectives do not include exercising control over or managing any entity, or the business

of any entity, in which it invests.

In deciding whether an entity is an investment entity ASX will normally have regard to factors

including the extent of board representation, the size of the holdings, the investment period and

the amount of cash held by the entity.

For listed mining companies

ASX-LR 5.6 Statements in the annual report of mining entities must comply with 5.7 to 5.24 and Appendix 5A

of the Listing Rules.

Annual reporting

ASX-LR 5.20 A mining exploration entity must include in its annual report:

The mining tenements held by the mining exploration entity and its child entities and their

location

The percentage interest it or they held in each mining tenement.

ASX-LR 5.21 A mining entity must include a mineral resources and ore reserves statement in its annual report

which includes:

A summary of the results of the mining entity’s annual review of its ore reserves and mineral

resources

As at the mining entity’s end of financial year (or such other appropriate disclosed date*), the

mining entity’s mineral resource and ore reserves holdings in tabular form by commodity

type (including grade or quality), by ore reserve category and mineral resource category, and

by geographical area based on the materiality of the mineral resources and ore reserves

holdings to the mining entity

* Where the mining entity reports as a date other than the end of its financial year, the entity must

include a brief explanation of any material changes in the mineral resources and ore reserves in the

period between the date of annual review of its ore reserves and mineral resources and the end of

financial year balance date

A comparison of the mining entity’s mineral resources and ore reserves holdings against that

from the previous year including an explanation of any material changes in the mineral

resources and ore reserve holdings from the previous year

A summary of the governance arrangements and internal controls that the mining entity has

put in place with respect to its estimates of mineral resources and ore reserves and the

estimation process.


238

Source

For listed oil and gas companies

Statements in the annual report of oil and gas companies must comply with 5.25 to 5.44 of the

Listing Rules.

Annual reporting

ASX-LR 5.37 An oil and gas exploration entity must include in its annual report:

The petroleum tenements held by the oil and gas exploration entity and its child entities and

their locations

The percentage interest it or they held in each petroleum tenement.

ASX-LR 5.38 An oil and gas entity that reports to the Securities and Exchange Commission (SEC) of the United

States of America and files SEC compliant Forms 10-K and 20-F Reports with the SEC annually is

not required to comply with the annual reserves statement requirements under ASX Listing Rules

5.39 and 5.40.

ASX-LR 5.39 Except where the above exception applies, an oil and gas entity must include a reserves

statement in its annual report including the following information:

As at the oil and gas entity’s end of financial year balance date, the oil and gas entity’s

petroleum reserves holdings in tabular form reporting on the basis of total ‘1P’ petroleum

reserves and ‘2P’ petroleum reserves (split between developed and undeveloped reserves by

product) and by total aggregated ‘1P’ and ‘2P’ reserves by product and geographical area

The proportion of total ‘1P’ and ‘2P’ reserves that are based on unconventional petroleum

resources

A reconciliation of the oil and gas entity’s petroleum reserves holding against that from the

previous year, including an explanation of any material changes from the previous year

Specific information about any material concentrations of undeveloped petroleum reserves

in material oil and gas projects which have remained undeveloped after 5 years from the

date they were initially reported

A summary of the governance arrangements and internal control that the oil and gas entity

has put in place, including the frequency and scope of any reviews or audits undertaken with

respect to its estimates of petroleum reserves and the estimation process.

ASX-LR 5.40 If an oil and gas entity reports on oil and gas entity level and other aggregated estimates of

contingent resources in its reserve statement in its annual report, the statement must include

additional prescribed information, including total ‘2C’ contingent resources by product,

aggregated ‘2C’ contingent resources by product and geographical area, and a reconciliation of

the total ‘2C’ contingent resources holdings against that from the previous year.

For recently listed entities

ASX-LR 4.10.19 In the first two annual financial reports after admission to the ASX, where an entity is admitted

under ASX Listing Rule 1.3.2(b) or is required to comply with ASX Listing Rule 1.3.2(b) because of

the application of ASX Listing Rule 11.1.3, the entity must state whether the entity used the cash

and assets in a form readily convertible to cash that it had at the time of admission in a way

consistent with its business objectives. If the use was not consistent, an explanation of how the

cash and assets were used must be disclosed.

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